To Face A Dragon
by LilithiaRW
Summary: "I was hoping to persuade you to join me on an adventure." Gandalf proposed. "If you want drugs, you're in the wrong tavern." She was a grump, a drunk, and swore like a sailor. "I assure you I am quite serious." Gandalf smiled at her. Wait, he wanted to SAVE the dragon? "...Bullocks." Party banter and sassy talk was all in a day's work. Grumpy OC, no romance. Strays from canon.
1. Chapter 1

**I do not own LOTR or the HOBBIT. If I did, I would not be using this site and would be printing my own books, rolling in money, and living a carefree and happy life. But no, I'm a broke college student. Dammit.**

***sigh* Not another OC story!**

**Yes, another OC story, haha. I hope you all enjoy!**

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"Go away."

Gandalf felt the weight of the woman's scowl before he even made eye contact. He had ridden an eagle south to the far country of Harad where the great forests of Gondor flattened into sloping hills and sweeping plains. Harad was a loose term for the various alliances of city-states which were largely located on the western coastline where they flourished on trade with Gondor and Eriador.

It was not a united land, but the people were strong and prosperous, and far more diverse than the northern countries. In the average marketplace of Harad one would see the tanned tribal men from the east, ebony skinned strangers from mysterious lands further south, and the pale men of the north. Dwarves were common too, especially dwarves which held no relation to the dwarves of the north where Gandalf hailed from. These were dwarves from the east, slighter than what Gandalf was used to seeing, but just as rough and rowdy. He had yet to see any elves this far south, though he had heard of foreign elf races in the far east, though they never traveled west and preferred to trade through caravan middle-men.

The woman that sat before him was none of these things. Her skin was a tan, to which many would simply assume that she was a descendant of the eastern tribes. Reinforcing the notion were the tattoos which spread across her body, arcing strokes of black which followed the lines of her body. They spread to her face too, looping flowers and swirls gracing her forehead like a crown before twining gracefully down her temples until the tips brushed the top of high, sharp cheekbones. In the hollows cast by her cheekbones on either side were two thin streaks in a shape, the lower ends trailing down to her jawline and extending down her neck where they joined the rest of her tattoo swirls across her collarbone.

However Gandalf knew that this woman was of a far greater lineage than the eastern wildmen. When she turned to glare at the wizard, dark chocolate eyes flashed golden in the dim light of the bar and the air crackled as she briefly touched her magic to his, warning him that she was ready to fight if need be. Not that the woman would need magic to defeat him, Gandalf mused as he glanced at the woman's armor and weapons. She was traveling light today, which wasn't saying much.

"I mean you no harm, my lady." Gandalf assured her.

The woman scoffed, turning back to her drink at the bar. Her hair was plaited into intricate braids, tinkling with beads and feathers. Her ears were hidden by her hair, but Gandalf had seen previously that her ears were far longer and more pointed than any elf, and were strewn with piercings and small chains linked by studs. Odd indeed. She drank her spirit in earnest, speaking to Gandalf over her shoulder. "You've been watching me for days. I thought maybe you would just go away, but no. You insist on being a pain in my ass. What do you want from me, old man?"

"Surely you do not believe that I am merely an old man?" Gandalf posed his question good naturedly, eyes twinkling as they were wont to do.

Again, the woman scoffed into her drink. "Of course not. I can feel your magic. It makes me wonder what a powerful being like you is doing bothering an insignificant little thing like me."

Gandalf laughed heartily at her dry wit. True, the woman was quite short, but any man with eyes and a brain could see that she was hardly insignificant. Only an idiot would dare pick a fight with a woman that was clearly a trained killer.

"I was hoping to persuade you to join me on an adventure." Gandalf proposed.

The woman languidly spun around on her bar stool, peering lazily at the old man over the rim of her pint. "If you want drugs, you're in the wrong tavern. Look into the alley between Shipwreck Davies and the weaponsmith."

"I assure you I am quite serious." Gandalf smiled at her.

She gave him a flat stare. "…Bullocks. You're crazy aren't you?"

Gandalf chuckled at her continued denial. That only seemed to anger her, however, judging by the way the leather of her gloves creaked from how tight her grip on the ale mug was. The other guests in the tavern began to not-so-subtly scoot away from the imposing woman who was quite infamous in the port city underground. Before the woman could lose her temper, Gandalf flared his magic so that it touch upon her senses in a brief wave, not enough to stagger her, but enough for her to realize who he was.

"Istari…" The woman breathed, eyes widening before narrowing into dangerous slits. "Why is one of your kind here?"

"We need you, my lady." Gandalf admitted.

She stood abruptly, slamming her ale mug onto the counter. The bartender and patrons jumped at the sound, many beginning to slip out of the tavern to avoid what they thought was sure to be a bloody confrontation.

"I vowed never to return to your lands, istari!" The woman hissed. "I refuse!"

"The darkness is rising again." Gandalf pleaded with her. "They will be looking for servants –"

"All the more reason to never return." She sneered. "In case you have conveniently forgotten, istari, my people were slaughtered in the War of the Last Alliance. There are no more of us. I have nothing to offer you in the coming conflict."

"Then at least do what you can!" Gandalf rebutted, gripping his staff. "A dragon sleeps in Erebor –"

"Smaug?" The woman interrupted a derisive snort. "That old lizard is still in that musty old mountain?"

"Indeed." Gandalf nodded. "And a company of dwarves wish to retake their kingdom. They are intent on slaying the dragon."

"Fat chance." The woman snorted. "Smaug will turn them into crispy critters before they can even waggle their beards."

Gandalf sighed in exasperation. "I want to save him, my lady."

The woman choked on her next words, patting her chest and clearing her throat with a grimace. "W-What? Are you insane?!"

"If Smaug can be swayed to our side then we have a higher chance of thwarting the Dark One when he rises once again!" Gandalf persuaded, smacking his staff on the wooden floorboards to emphasize his point.

"And what makes you think that I am the one who can do this?" She raised one eyebrow and gave the wizard a disbelieving look.

"Your people were dragon-tamers, were they not?" Gandalf questioned.

The woman glared at the wizard but gave him a noncommittal hum.

"My answer is still no. You couldn't pay me to go back to that god-forsaken land." She declared with a haughty tone, leaning back against the bar and crossing her arms.

"My offer is not of monetary value." Gandalf replied with an alarming twinkle in his eye. The woman narrowed her eyes suspiciously. "The draconian population was nearly wiped out after the War of the Alliance, yes? I am offering you the chance to save what is left of their species!"

She snorted. "I thought all you northerners despised dragons?"

"But your people lived in peace with their kind. And don't the tribes of the east worship dragons as benevolent spirits?" Gandalf pointed out. "Proof that not all dragons are evil. There were dragons that fought for the Light as well! Yet no one bothered to remember."

She paused, an unsure expression on her face. "Tis true, yes..." She sighed, "But Smaug is meaningless to me. Why should I save him? He fought for the Dark One!"

"Because he may be the only one left." The wizard stated seriously. "It would be a tragedy to watch such a magnificent species die out in such a way. What would your people have done? What would your family want you to do?"

A guilty look flashed across her features, and the woman glanced down at her ale with a scowl and muttered a few choice words in defeat.

"Fine. But if a dragon is to be saved, a bargain must be made." The woman pinned him with a flinty gaze. "If Smaug can be persuaded - and that's a big if - then he will be under MY command. Not the istari, not the elves, and definitely not the humans or dwarves. Understand? "

The wizard hesitated for a moment, thinking of the disapproval he would probably recieve from Saruman and his peers for this. With a great sigh, Gandalf complied. "I agree to your terms, my lady. "

A small smirk of victory curled upon her lips, hey eyes glinting with Cheshire satisfaction.

"Then you have a deal, istari. "

Gandalf nodded, unsure of what she meant by that answer. He motioned for her to follow him, explaining as he spoke. "You will be travelling with a company of the dwarves of Erebor, one of which is the rightful heir to their lost kingdom. He will be the leader of the company, though I warn you, Thorin will be quite displeased at your presence –" The woman rolled her eyes at the thought –" but the rest of the dwarves are reasonable men. There will be one other member of the company who is not a dwarf, and that is our burglar. The journey will begin at Master Baggin's estate, to which I will guide you."

Gandalf led his guest through the streets of the southern city, silently cursing his heavy cloak as the southern sun beat down upon them. The woman was unaffected by such weather however, wearing light leather and used to the heat. It had been a long time since she had been up north. Gandalf pressed onwards to the city limits, leading her to a rare cluster of trees where their ride awaited.

The woman paused as she stared at the giant eagle. She turned to give the wizard a flat glare. "You ride this?"

"'_This_' has a name, human." The eagle huffed, ruffling his feathers at her dismissal of him. "However," The eagle sniffed the woman, making her draw away with narrowed eyes, "you do not smell very human. Although the stench of ale could have convinced me otherwise."

The woman scowled at the great bird. "Great, a sassy eagle. Anything else up your sleeve, istari?" She turned to Gandalf with a sardonic look.

The wizard chuckled. "Well, I suggest you apologize to Gawain before you mount, otherwise the ride back will not be very pleasant."

Gawain preened at her expectantly. The woman's scowl darkened as she muttered a rathing scathing comment about oversized pigeons.

"I am sorry, humanoid, did you say something?" Gawain cocked his head and blinked his large gray eyes. "I am afraid I did not hear what you said."

"I said I apologize for my earlier rudeness and hope to have a lovely trip with you." The woman growled through her teeth with false sweetness. It didn't help that Gandalf found this highly amusing, eyes crinkling into crescent moon shapes with a suppressed smile. When the wizard turned to mount the eagle, she stuck her tongue out at the great bird. The bird's eyes flashed in amusement as the woman easily leapt onto its back and situated herself in front of the wizard.

"Hold on." The bird warned before taking to the skies. The woman lurched forward and grasped his plumage in her hands, squeezing her eyes shut.

"I think I'm gonna be sick." She muttered, burying her face into the eagle's feathers and attempting to measure her breathing.

The wizard and eagle just laughed.

**{::... ҉ ..::}**

The Shire was a quaint place, she decided. Although, she could have done without the suspicious and scared glances she was receiving from its inhabitants. Of course, they were perfectly right to be wary of a cloaked stranger armed to the teeth, cowl hiding any facial detail with an unnatural darkness. If they hadn't, she would probably have worried for their mental states. But since Gandalf was known in the area, and always had he been a guardian to the peaceful people of Hobbiton, the Hobbits otherwise left her alone. Still, she was under no illusion that it was Gandalf that they trusted, and far from her.

Said wizard was taking long, easy strides through the sleeping hills, winding confidently through the maze of dirt paths. She easily lost track of how many dips and turns they had taken, only knowing that they were close to their destination when Gandalf angled their route towards a certain Hobbit hole. The round door was nestled in the side of a lovely little hill, freshly painted in a forest green, only broken by an oddly glowing rune. Several blooms were strategically placed along the stairs leading up to the door, adding a friendly aroma in the air. Everything looked so peaceful, until they approached the door.

The commotion coming from behind the door sounded like a small war!

Her hand was already reaching for the pommel of her sword when Gandalf lifted a placating hand. His eyes twinkled, and she realized it was probably dwarven revelry. This is gonna wear on my instincts… She resisted the urge to rub her forehead in annoyance, already imagining the dwarves attempting to wake her in the morning only to find a dagger in their throats. She would have to be extra careful to keep her violent reactions to a minimum.

Gandalf knocked quite loudly on the door in order to be heard over the dwarven chanting. A haggard-looking hobbit answered the door, his indignant expression turning into dismay at the sight of Gandalf and a cloaked stranger. She felt a twinge of pity for the little guy, knowing that dwarves were not easy creatures to put up with.

"Gandalf." The hobbit sighed with a flat look, looking at him as if he should have expected the wizard to be behind the whole debacle. She held back a giggle.

"Sorry I'm late!" Gandalf exclaimed, nearly doubling over in order to enter the short doorway, skillfully ignoring the spluttering hobbit. He was already heading towards the dining room where a loud roar of welcome rose up from the table of dwarves.

The hobbit sighed and pulled on his curls in frustration, before abruptly turning to face her, as if he had forgotten her presence. He stared nervously at her cloaked figure. "Are you –" he cleared his throat nervously –"Are you a part of this as well?"

She let out a low chuckle, and the small man jumped at her distinctly feminine sound. Right, he probably was not expecting a woman. None of the men in the company would. Her cloak parted as she lifted a hand to pat his head gently, although the hobbit was too busy staring at the blade sheathed at her side the moment her cloak shifted.

"I am just as unwilling in this as you are, my small friend." She murmured softly. The hobbit blinked dazedly at her, as if mesmerized by her voice. Right, unexpected female presence.

"Y-you…"

But she was already stepping through the doorway, slightly put out by the fact that she did not even have to dip her head to avoid the archway. Sometimes she forgot how short she was. I swear if any of those dwarves are taller than me, I will pitch a fit, she thought ruefully.

By natural instinct she stuck to the shadows, making herself comfortable in a darkened corner of the parlor. The parlor was connected by an archway into the dining room, giving her an easy view into the dwarf-infested room. No one noticed her presence, and the hobbit was too busy complaining and subsequently being ignored.

The dwarves were curious creatures. She did not think that she had ever seen a race with so much hair! The various braids and beaded ornamentations reminded her of own, although sans beards. And what glorious beards they possessed. The squat and fat dwarf in particular had a thick, looping braid of red that rest atop his generous belly. Still, the sight of the dwarves worried her. They were not all warriors, that much was clear. In fact, she would guess more than one or two of those dwarves were too old to be taking part in a perilous quest. She frowned, wondering if the exiled dwarves of Erebor were truly so desperate.

"Why are you so late, Master Gandalf?" One of the dwarves asked the istari.

"Ah, well you see I had to travel very far to fetch…" the wizard trailed off as he looked around, realizing that he had lost the subject of his sentence. "Oh now where did that little one run off to?"

She bristled at the nickname but resisted the urge to snap at him, placating herself by imagining herself pick up a nearby bowl of fruit and throwing each piece one by one at his stupid pointy hat. The thought was surprisingly comforting.

At the wizard's distraction, the rabble of dwarves began to harass the poor little man (what was it called again? A ribbit? A robot? Hibbit?) whose hospitality they were sadly misusing. To her annoyance they even burst forth into song. Who did that anyway? Singing about cutlery, of all things! They even began tossing plates and utensils back and forth, with surprising dexterity for dwarves, considering that she usually associated their kind with bumbling oafs and drunkards. Although some of the dwarves were already tipsy, so she supposed that her stereotyping was not too far off.

_Knock! Knock! Knock!_

Everyone seemed to freeze at the sound.

"He is here." Gandalf stated solemnly as he rose to answer the door. She furrowed her brows; just how large was this company supposed to be?

Swinging open the entrance to the hobbit hole, Gandalf was greeted by a deep, resonating voice. Yet another dwarf stepped inside, although this one held himself differently than the rest. He was older, but not yet past his prime. His face was lined with stress and worry, looking as if it were permanently set into a scowl. His beard was neatly trimmed and contoured to his face, and his hair was surprisingly neat and combed. One could easily tell that he was noble, for there was no mistaking the authority of his voice, nor the rich dyes and furs of his clothing. Ah, this must be the exiled king then. Yes, Gandalf had warned him of his rather grumpy nature.

"I thought that you said that this place would be easy to find," Thorin said in a haughty voice to the wizard, unfastening his cloak, "Wouldn't have found it at all, had it not been for that mark on the door."

This comment seemed to disturb the hobbit very much as he began to protest something about the door being newly paint and whatnot. Poor sod. He still had yet to learn that there was no winning when Gandalf decided to meddle about.

"Bilbo Baggins," Gandalf addressed the hobbit, "Allow me to introduce the leader of our company: Thorin Oakenshield."

"So… this is the hobbit." The dwarf king gazed arrogantly at the smaller man. He then began to interrogate the hobbit about his fighting skills (or lack thereof from what she had observed already), circling him like a predator, finally ending his insult with, "He looks more like a grocer than a burglar."

The other dwarves laughed right on cue, and the hobbit –Bilbo if she remembered correctly –glared after them. Aha, so there was a fighting spirit hidden inside. Perhaps the peaceful little guy would learn how to fight after all, given time. He would certainly have the opportunity during the course of the quest. Perchance she would even help him along.

Gandalf ushered Bilbo into the dining room to join the company seated around the table, though while Bilbo continued to stare incredulously at the dwarves, the wizard glanced around the house for any trace of his other guest.

"Oh come now!" Gandalf huffed, seemingly to no one in particular. "You can't hide from them forever!"

Quite at home in her little shadowy corner, the intended of Gandalf's comment sneered but declined to make a comment. She had never gotten along with dwarves, and her first impression of Thorin Oakenshield was that any conversation between the two of them would likely turn into an all-out war. For a brief moment she considered slipping out the door and disappearing into the night, but she knew that Gandalf was not so easily dissuaded.

"Gandalf!" The voice of the dwarf-king called from the dining room. "I thought you said there would be one more person!"

Gandalf stared pointedly in the direction of her little corner before turning to address Thorin. "Ah, hm, our other guest seems to avoiding us all."

She crept closer to the entrance of the dining room, though she kept out of sight of the entryway so that only Gandalf could see her.

"Whatever for?" Thorin scoffed. "Invite them in so that I may have a look at them."

**{::... ҉ ..::}**

The company of dwarves leaned forward onto the table, each just as curious as the next to see what all the hubbub was about this last member. Bilbo showed interest too, remembering the fact that this member was a woman, of all things. The hobbit glanced at Thorin, wondering how the uppity dwarf king was going to react to her presence. He doubted that this would go over well.

Gandalf stepped to the side as a figure hidden by a gray cloak seemed to materialize next to him. Bilbo could hear a couple of the dwarves gasp at the sudden ominous appearance. Thorin Oakenshield narrowed his eyes as he, and a few of the older dwarves as well, noted how slender the figure was. But surely Gandalf would never invite a woman…? The king knew that it was probably too much to hope for from the peculiar wizard. That man always found a way to start a scandal.

"My friends," Gandalf's voice cut through the tense silence, "May I introduce Lady –"

"I can introduce myself, thank you Gandalf." A soft, chiming voice interrupted. Several of the dwarves jerked at the sound of the feminine voice.

Before the woman even had time to remove the hood of her cloak, Thorin was standing up in anger, his chair scraping the floor loudly, and his hands slamming onto the table. He appeared akin to a storm, black hair streaked with gray, eyes dark and flashing, expression just as terrifying. "Absolutely not!"

Gandalf pinned the dwarf-king with a scolding look but Thorin would have none of it. "A quest is no place for a woman!"

The woman in question scoffed and crossed her arms over her chest. The action caused her cloak to ripple like liquid silver as it fell open with the position of her arms. An unexpectedly small figure was revealed, face obscured by the hood of her cloak, armored in reinforced leather from the chest down, knee-high boots with steel plating on the toe, heel, and knees. Elbow-length gloves could be seen, again with sharpened steel on the elbows and sharp metal knuckles, the fingertips cut off for dexterity, although it was still hard to determine skin tone. Those who studied her were aware of the two sword-pommels that hung at her hips, and noted the dagger strapped to her right thigh and another just barely peeking out from her left boot.

If one were to ask Bilbo, this woman was looked far more appropriate for a dangerous quest than half of the dwarves in the company. However this mattered little to Thorin. It was the principle of the matter! The dwarf-king did not care whether humans took care of their women or not, dwarves certainly would never allow a woman of any race to leap headlong into battle!

"Do not be rash, Thorin!" Gandalf admonished. "You need her! I daresay she will be the most helpful person on this quest!"

The very idea seemed ludicrous to Thorin. Yet as he opened his mouth to continue arguing with the wizard, someone silenced them all.

"That is enough!" She did not have to raise her voice, but by the sound of the hard, biting edge that her words took on, she might as well have. One of her hands calmly reached up, long fingers tipped by darkly painted nails that gave the illusion of claws, and pushed down her cowl. At the sight of her face, several of the dwarves began to choke on their beverages, while others (most notably the two younger dwarves) simply stared at her with their mouths agape. Thorin, to his credit, managed to hide most of his reaction, although he failed to keep his eyes from widening in surprise.

However Bilbo nearly fell out of his seat in surprise. Tattoos! Piercings! And –and –why were her ears so pointy? When the hobbit had first heard her voice, soft and controlled and charming, he had expected an elven woman, or at least a very sophisticated human woman. But this! He had never seen anything like her before! Skin tanned to gold, swirling black lines of ink, extremely pointed ears lined with piercings. Her dark chocolate hair was pulled back and plaited into intricate braids, with feathers and beads woven into them quite like the dwarves did. And when the woman flashed them a small smirk, her dark eyes glinted gold and suddenly Bilbo was very aware that she was not quite… human.

The woman bowed swiftly, though the bow was foreign to them. She crossed the right arm across her chest and the left one swept to the side with a flourish, crossing her right leg behind the left in a stance that reminded Bilbo of a dancing position.

"Wha.." Someone began to ask but she interrupted whoever had spoken.

"You may call me Leo." Now she grinned and Bilbo swore he saw the flash of a fang. "And I will be traveling to Erebor, whether you agree to have me or not."

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**Thank you for reading. Please review! I don't quite know how long this story will be, though I already know that it will be quite complicated. I am quite excited to face the challenge though ^_^**

**~Lilithia**


	2. Chapter 2

**Wow, I was surprised that I had reviews for the first chapter so quickly! I am new to Tolkien-based fanfiction, so please be kind. Also, my reverence to Tolkien and his amazing talents knows no bounds –I can only pray that this meager fanfic will accomplish even a fraction of the appreciation that his works have garnered. And so I say to you:**

**I don't own LOTR or the HOBBIT.**

**Responses to reviews:**

**Trolling Tauriel****: I did not invent Leo's race, however she is neither human, elf, nor orc (and obviously not dwarf lol). Her race is a surprise ;) Don't worry, I will be leaving hints throughout the story. However I do not plan to explicitly reveal what she is until much later. Also, as to the matter of describing my character, I assure you Chapter 1 will be one of the few, if not the only part of the story where I give her description.**

**Rianiel: Thank you for your excitement! I am glad that you enjoyed this. I hope that my readers will have as much fun reading this as I have writing it!**

**alexma: Thank you for your feedback! I am glad that you approve of my character, I hope that she will be truly unique.**

**Please Enjoy~**

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"No! I refuse!"

Thorin and Gandalf glared at each other so intensely that one could almost imagine sparks of lightning flashing between them. Of course, she wouldn't put it past the wizard to do just that, however Leo doubted that he would do so in the presence of non-magic folk. Maybe if he were to get into an argument with another wizard. Hm, that would be terrifying.

Leo shifted her weight onto one leg, arms still crossed as she gazed around the room in a bored manner, content to let Gandalf argue in her favor and ignore Thorin's words. What she could not ignore, however, was the fact that aside from the pissing match beside her, the rest of the men in the room were staring holes through her very soul. Yup, here came a migraine.

"Women are not meant for battle!" Thorin's argument suddenly shifted to women-bashing, drawing the ire of Leo's raging inner feminist. "They are the hearth keepers! They tend to children! They most certainly do not take up arms and go on quests that do not even concern them!"

"And who are you to tell me what I am meant to do, simply due to my oh-so-fragile lady parts?" Leo snapped, drawing the king's ire from Gandalf to her person. "I can assure you, Sir Oakenshield, that part of your quest most certainly pertains to me! Not to mention that I am clearly more qualified for undertaking this mission than half of your men!"

The dwarves in the room bristled at this, but Leo ignored them. She fought to keep her temper in check and voice level, knowing that should her temper rise any further that her eyes might start glowing. And that was no bueno.

Thorin's scowl was so intense that she imagined hearing thunder roaring at the sight of it. "You dare insult my men? These are the finest and most loyal warriors of Erebor!"

Leo snorted. "Of their loyalty I have no doubt. But to be frank, more than a few of your men have seen too many winters," she then glanced at the two younger dwarves that had been introduced as Thorin's nephews, "And for others, they have not seen nearly enough."

The dark-haired dwarf prince stood in anger, only to be pulled back down by his blonde brother, who whispered soothing words. Gandalf looked quite dismayed that Leo was only making the situation worse for herself, yet the woman hardly cared. Loyalty and bravado were all good and nice until someone got decapitated. She had been through enough wars to know this. Thorin, she feared, was deluding himself, or worse, he was actually so desperate. The sooner he faced the truth, the safer they would all be.

"And what of you?" Thorin huffed, bracing his hands on the table and leaning forward, his dark eyes zeroing in on her youthful face. Leo was dismayed to see that they were the same height. Oh bother. "You are a mere girl! Do not lecture me on the abilities of my own men!"

Looking back, it was probably not the best thing to do when Leo snickered at Thorin's comment. "I am flattered that you perceive me so young, little king. And to rise to your metaphorical cock fight –" a few of the gentler ears in the room flinched at her vulgarity –" I am, in fact, the veteran of quite a few wars."

To this statement, Thorin looked quite unconvinced, half expecting her to be lying. He glanced at the wizard and was surprised to see the wise man nod in agreement. So she was experienced then? Regardless, Thorin would not have such a blatantly disrespectful person among his company. She was already questioning his leadership skills, and they had yet to even set foot onto the road! No, her attendance would only cause disorder among the men. Thorin could already see that that her presence made his men uncomfortable at best, if not outright disturbed by her outlandish appearance and very _un_-ladylike manners.

Thorin narrowed his eyes and turned to Gandalf. "No. That is my final decision and I will not be swayed." The dwarf king growled.

Leo fought to keep a victorious smirk off of her face. In all honesty, she really had tried. Oh well. Home free! She swiveled around and began walking towards the door, tossing over her shoulder, "Oh well, I tried oh-so-hard, looks like I won't be coming after all, toodles!"

Gandalf spluttered in indignation as the woman swept out of the hobbit hole before he even had a chance to stop her. Had that been her plan all along? Perhaps Thorin was the reason she had made her decision. The wizard glanced at the dwarf-king with a sigh. The man had a tendency to do that to people –namely drive them away with his subtly and charm. Or lack of.

"Now look what you've done." Gandalf bemoaned and turned to glare at Thorin. "Do you have any idea how much effort it took for me to convince her to come? You asked for my help, Thorin Oakenshield, and she was an extension of that! Did you ever stop to think that I had a very good reason for her coming?"

Thorin opened his mouth to retort and Gandalf swatted him on the back of the head like one would a child. The entire room stared with gaping mouths at the sight of their king being chided like a spoiled brat.

"No! You never stop to think!" Gandalf continued after disrupting the dwarf-king, "The world does not revolve around brute force! This is why we chose to hire a burglar. But if you continue to treat a stealth mission like a war-front we will be doomed to fail! More damning is the fact that you alienate what little allies you have left!"

With a huff Gandalf took a trinket out of his pocket and threw it onto the table, the sound of heavy metal clattering on the wooden boards. Then the wizard stomped outside to smoke his pipe and calm down. Thorin glanced down and froze when he saw what the wizard had left them. Everyone else at the table was staring, for that matter.

Slowly, Thorin reached for the key and gingerly picked it up.

**{::… ҉ ..::}**

He found the wizard angrily puffing his cheeks with pipe-weed smoke. Thorin paused for a moment to simply stare at the wizened man blowing rings of smoke before approaching and joing Gandalf on the garden bench. The wizard ignored him.

"I… I was rash." Thorin muttered. "I am always rash. And proud. And I am sorry if I insulted you, my old friend." Thorin was quiet for another beat before adding, "However my decision still stands about the woman."

Gandalf harrumphed and blew out a large column of smoke. This one took on the form of a dragon and flew in a circle before suddenly rushing towards Thorin and dissipating upon contact. The dwarf-king flinched at the sight of a dragon, however small, hurdling towards him. He glared at Gandalf, but knew that there were worse way for a wizard to express his ire, and so wisely kept his mouth shut.

Gandalf sighed. "It matters not. I imagine that we will come across Leo later in our travels anyway."

Thorin glanced sharply at the wizard, who only chuckled in response.

"She did say that she was going to Erebor with or without us." Gandalf pointed out. "I imagine she will just have a head start before us."

"What does she want in Erebor?" Thorin asked defensively, thinking about the many riches of the mountain that rightfully belonged to him and his people. And most certainly _not_ her.

Gandalf made a calming gesture with his hand as he took another drag of pipe-weed. "You are being rash again." He admonished the king. "She is after the dragon, not your gold."

Thorin blinked in confusion. "What does she want with Smaug?"

To this Gandalf snorted bitterly. "Well if you had given Leo a chance, you would have found out that she is a dragon-tamer. Or hunter, depending. It is her job to go after dragons."

Well she was definitely not the first person Thorin would imagine to be a dragon-tamer. He was starting to regret his decision now, not that the king would ever admit it even to himself. Besides, the strange woman had already left. The king and wizard lapsed into silence for another moment.

"How came you by this?" Thorin held up the large metal key.

Gandalf glanced over at the exiled king, exhaling another large puff of smoke. "It was given to me by your father. By Thrain. For safekeeping."

The look on Thorin's face was a curious mix of wonder and gratitude, slightly suppressed due to his stunted emotional skills.

"It is yours now." Gandalf stated, looking away with another puff of his pipe. With a sigh, figuring that he had dwelt long enough on his frustrations, Gandalf stood and gestured for Thorin to follow him back into the hobbit hole.

They rejoined the company at the dining table, Gandalf skillfully ignoring the tense atmosphere and nervous looks that the men sent Thorin. Thorin took a seat next to the wizard as Gandalf pulled out an old, slightly worn map, spreading it out on the table for all to see.

"These runes speak of a hidden passage to the lower halls." Gandalf pointed out with the end of his pipe.

"There's another way in!" Kili exclaimed. The other dwarves patted each other's backs and shot satisfied smirks to one another.

'_Thank you, Captain Obvious.'_

Gandalf nearly jerked in surprise at the female voice in his head. _Leo?_

'_Yeah, yeah. I am lurking not too far from here. I have to know which path you lot intend to take, after all.'_

Gandalf returned his attention to the dwarves in front of him. "But if we can find it, but dwarf doors are invisible." He huffed in frustration. "The answer lies hidden somewhere in this map and I do not have the skill to find it –but! –there are others in Middle Earth who can."

'_You manipulative old coot.'_ Leo's voice rang appreciatively in his head, making Gandalf's eyebrow twitch in irritation. An argument broke out amongst the dwarves over the authenticity of Bilbo's thief resume, and whether it was right to bring such a gentle little hobbit on such a dangerous journey. Gandalf's anger rose yet again –'_At this rate you're going to have a stroke, istari'_ – as he stood up and defended Bilbo's honor.

_This is going to be a long journey._ Gandalf sighed wearily.

'_Maybe we can just gag the stunted king the entire way?... No really, Gandalf, I'm serious. Gandalf are you ignoring me? Gandalf!'_

**{::… ҉ ..::}**

The company set off early in the morning, first into town where they acquired ponies for every member, and two to carry supplies. Gandalf's horse seemed to appear out of the blue, not that anyone was really surprised given that Gandalf was always doing something unexpected. They left without the hobbit, not expecting the little guy to agree to the quest (although Gandalf insisted that they leave a contract behind for the fellow, much to their dwarven chagrin).

The dwarves very much appreciated the natural setting as they allowed their ponies to walk briskly down the dirt paths. Knowing that their journey would not be an easy one, Thorin allowed his men this time to relax before any of the dangers presented themselves. The hills were a vibrant shade of green, birds tittering about the treetops, and the smell of fresh rain and Gandalf's pipe lingered in the air. All seemed quiet –

"Wait! Wait!"

The company tensed for a moment before turning around, Gandalf looking particularly victorious as Bilbo Baggins came barreling down the path.

"Aye!" A couple of the nicer dwarves cheered at his arrival while Fili and Kili hoisted him up onto a spare pony. Fili took the contract from the hobbit's hands and tossed it over to Balin, who pocketed the paper.

Thorin glanced at Gandalf, who met his eyes with a twinkle. The wizard just knew that the hobbit would come! Gandalf sent Bilbo a gentle smile before reining his horse around to continue their trek. The wizard's thoughts flitted to the last (unofficial) member of the company. Leo had yet to contact him, but Gandalf had no doubt that she was not too far off.

The king scowled at the pleased wizard and ordered his men to carry on. The company once again traveled on, this time with one more person in tow. Thorin brooded silently over the fact that the crazy woman was also going to join them somewhere along the way; at least Gandalf seemed sure of it. And though Gandalf was half-lunatic, Thorin knew that the wizard was seldom wrong. Much to the frustration of anyone who was unfortunate enough to befriend him.

They reached Bree by midmorning and briefly stopped to buy fresh bread for the road. Bree was considered the edge of civilization and the beginning of the wilds. From their they traveled between the Weather Hills and the South Downs, the trees ominously silent, though not many were surprised given that the South Downs were rumored to be haunted. They spent the day following the East-West Road until they reached the Last Bridge, by which time the sun had begun to set. Thorin slowed their train down and ordered everyone to be on the lookout for a good place to camp for the night.

The sharp-sighted Kili was the first to sight the old farmhouse, pointing it out to the rest of the company. Thorin gazed proudly at his nephew before leading his men towards the burnt-out barnhouse.

"We will stay here for the night." Thorin announced to the men, who immediately dismounted and began to unload their ponies. "Fili, Kili, look after the ponies."

Gandalf was looking about in what might have been mistaken for nervousness if it weren't for the serious look upon his face. "A farmer and his family used to live here," Gandalf muttered before raising his voice to catch Thorin's attention, "I think it would be wiser if we moved on, Thorin. We can make for the Hidden Valley."

The very thought of approaching elven lands disgusted Thorin, and by the way the dwarf-king's eyes darkened, Gandalf felt his hopes fall. The stupid king was too proud for his own good!

"I have told you already, I will not go near that place!" Thorin all but snarled, whirling around to glare at the wizard.

"I did not give you that map and key so that you could hold on to the past!" Gandalf snapped at the stubborn dwarf. By now the rest of the company slowed in whatever they had been doing and shamelessly listened in on the argument between wizard and king. Bilbo hovered slightly behind Gandalf, unsure of what he should do.

"I did not know that they were yours to keep!" Thorin retorted snidely.

Gandalf's cheeks reddened in outrage, spinning around with his robes flying outwards with the movement, stabbing his staff into the ground with each step that he took as he walked away. Bilbo glanced at the wizard in puzzlement before he finally realized that Gandalf intended to leave.

"Everything alright?" Bilbo attempted to slow down the wizard, moving his poor short legs quickly to keep up with the istari's long strides. His voice rose with a worried pitch. "Gandalf, where are you going?!"

Gandalf never slowed, not so much glancing at the sweet hobbit. "To seek the company of the only one around here who has any sense!"

Bilbo paused in confusion. "And who's that?"

"_Myself_, Master Baggins!" The wizard huffed, disappearing into the woods.

**{::… ҉ ..::}**

Gandalf never slowed as the shrubbery and shadows swallowed him into their midst. He did have any particular destination as he took long and angry strides, his frustration manifesting itself in wild sparks and small firework displays coming from his staff. He walked for a long while, puffing on his pipe in an attempt to calm himself.

'_Just going to leave the children by themselves?' _Leo's amused voice suddenly chimed, startling the istari.

_I did not realize that your magical talents were so extensive._ Gandalf replied, realizing that he had never confronted the woman about her mind-speech. The talent was rare enough for magic-folk, for it took years of meditation and rigid concentration, yet Leo had told him that she had only 'dabbled' in the magical arts. However Leo's voice reached his mind with an ease that had Gandalf doubting her supposedly 'lesser' skills.

'_I assure you, I have had many years of practice.' _Leo read his (quite loud) thoughts, her voice conveying her growing amusement. _'You do realize that the dwarves are bound to get into trouble without your presence? It is practically required by Fate. The moment that the intelligent one leaves, the idiots will find a way to fuck things up. Bumbling babble of baffoons, they are.'_

_Language, my lady._ Gandalf chided, although he felt his mood lightening at her sarcastic humor. _And I guess that just means that you will have to watch over them in my stead._

He felt a wave of emotion come from Leo: Annoyance. Gandalf smirked at that.

'_Oh joy, I get to be a glorified baby-sitter. How about **not**.'_

_Would you rather that they die before their goal can be reached? _Gandalf challenged her, although he meant the comment good-naturedly. However Leo's contemplative silence worried him. She wasn't seriously considering it, was she?

Leo snickered in his head, sounding as if she was laughing right by his ear. _'I do not need the dwarves to reach the mountain. In fact, it would probably be easier to persuade Smaug if they were not there. However you have pledged me to their quest, and I will honor my vows. So long as you keep your end of our bargain, wizard.'_

Gandalf was not reassured by this. Leo was a slippery woman, and if all that bound her to the welfare of the quest and the men was her promise to Gandalf, the wizard was suddenly unsure of her sincerity.

As if sensing his thoughts, Leo interrupted, _'Do not fear, istari. I may hold no love for the dwarves, however I have taken a liking to the little one. Hobbits are indeed just as curious as you described. His scent is unfamiliar, but fascinating. Earthy. Homey.'_

Gandalf paused in his walking. What an odd reason for fondness.

'_Oh whoops.'_ Gandalf felt Leo's attention shift elsewhere and got the impression of a slight danger. And knowing how blasé the woman tended to be, a slight danger was probably only a little less than catastrophic. _'Ho-hum, did I ever mention that I scented trolls around this area?'_

Gandalf froze. _What._

'_Ah, whoopsie-daisy. Well, Gandalf, I scented trolls earlier today.' _Leo re-stated as if she were commenting on the weather rather than a potentially quest-threatening scenario. He even got the impression that she was currently studying her nails. _'Oh dear, there go the ponies.'_

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**Once again, a big thank you to my readers. You feedback is always appreciated! Read and Review!**

**~Lilithia**


	3. Chapter 3

**Another chapter! Once again, thank you to all my lovely viewers. I do not own LOTR or HOBBIT or anything else created by the almighty Tolkien.**

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'_I would stop them,' _Leo commented off-handedly,_ 'But it looks like Fili and Kili want to handle this themselves. And this tree branch is oh-so-comfortable.'_

Gandalf spluttered on his pipe before groaning and smacking his face into the palm of his hand. He was _never_ leaving Leo to watch over the company ever again! _Don't just sit there and watch; save them!_

Leo's sigh echoed in his ears as if he had just tasked her with a most tedious chore. _'Oh but that means that I have to get up, stretch my muscles, fight some trolls, and you know that takes __**so**__ much physical effort…'_

_I am coming to help._ Gandalf growled as he turned tail and went back the way he came. _Now go rescue those dwarves!_

'_Are we just going to ignore the fact that this would be a wonderful learning experience for the little men? Fighting large, stinky creatures and such.' _Gandalf conveyed his displeasure to Leo, who winced at the force of his scolding silence. _'Fine, fine, I'll rescue the stubborn half-wits from the trolls.'_

Leo paused, before adding, _'But woe, if only I could save them from their own stupidity.'_

Gandalf forced himself not to smirk.

**{::… ҉ ..::}**

Despite Gandalf ordering her to help, Leo was in no hurry. She watched in amusement as one of the dwarf boys (_Fili? Kili? Dammit. Whichever the blonde one was!_) ran over to a brooding Thorin, informing the exiled-king of the missing ponies and the suspected trolls. The rest of the company was immediately sent into a flurry of activity, grabbing their weapons and donning their armor. And in the case of Bombur, finishing off the last sweet roll. Um. Ew. Dwarves should never be allowed to make slurping noises.

Ever.

Wrinkling her nose, Leo shifted her attention to the rest of the company as they made their way to the troll camp. She followed them quietly, traversing the tree branches as easily as if they were merely another forest path. If the company noticed the lack of bird noises, they probably attributed it to the presence of the trolls. Her eyes narrowed. Twelve? But where was the little one?

There was a fearful cry, and Leo recognized it as the voice of the gentle hobbit. Dammit! Whose bright idea was it to allow the defenseless halfling to face three fully grown trolls by himself? Idiots! Perhaps dwarves made it a game to hit their heads upon the stone until their brain cells withered completely?

Oh and look, the youngest one was going to just rush headlong into a troll camp and demand them to listen to him. Because that always worked. The poor hobbit was thrown like a sack of potatoes into the young dwarf (_Fili? Kili? Ugh…_). Leo muffled a groan of frustration as the dwarves simultaneously let out war cries –yes, reveal your position to the big bad trolls before a _surprise_ attack –and attempted to attack the troll camp. She rubbed her temples. How their race survived for so long, she would never comprehend. Survival of the fittest indeed.

Naturally, the trolls won. And the dwarves were humiliated as the large, stinky creatures demanded that they abandoned their weapons and clothing. Leo choked. _Why_, by the mercy of the Valar, would one _ever_ want to see these dwarves in their underclothes? Leo winced at the sight of Bombur, placing her hand over her mouth to resist the urge to barf. Yeah, not pretty. Plus she knew that those dwarves probably stank to high heaven –hardly an appetizing scent.

The dwarves were strung up on a spit, howling in rage but otherwise unable to do much else. Oh, but then the hobbit had to go and draw attention to himself. Leo applauded his courage, but silently berated him for such foolishness. Wait –was he seriously giving the trolls advice on how to cook dwarves? Oh this was rich. If it weren't for the fact that they were in a life-threatening situation, she might have allowed him to continue.

"Oi! I know what you're up to!" One troll scowled, finally catching on to Bilbo's endgame. "This little ferret is taking us for fools!"

"Ferret?!" Bilbo scrunched his cute little face in indignation.

"Fools!?" The trolls simultaneously exclaimed in offense. Oh their poor delicate feelings would never recover.

'_Gandalf? You here yet?'_ Leo's mind sought him out.

_I need more time._ Was his reply.

'_Now that, I can do.' _A feral grin etched itself onto her face as Leo slipped her two swords from their sheaths at her sides, the blades whispering with the movement. There was one troll with his back to her; her first victim.

As Bilbo began to back away nervously, the trolls closing in on him with looks of fury, there was movement in the trees branches over their shoulders. The moment Bilbo focused on it there was a flurry of movement as a woman jumped out of the trees and landed with her legs wrapped around the troll's neck, simultaneously reaching around its head and stabbing her swords into his eyes until they drove into the troll's brain. Bilbo's mouth dropped open.

The troll only had enough time to utter a guttural shout before it was dead. Leo was leaping to attack the other troll before the body of the previous one had even hit the floor.

"I got this, little one!" Leo called over her shoulder as she dodged a hit from one of the remaining trolls. "You go free the dwarves!"

Bilbo was frozen for a moment, before her words seemed to register in his head. Jumping in place, he scurried over to the spit with twelve roasting dwarves. His hands fumbled with the knots of the rope, trembling under the pressure and with the fear he had felt at seeing Leo's easy kill.

"By Mahal!" One of the dwarves, he wasn't sure which, snapped at him. "Just cut the damn things!"

"I- I- I don't have a knife!" Bilbo stuttered.

There was a collective groan.

Suddenly a knife embedded itself in the dirt right in front of Bilbo's shoeless, exposed feet. The hobbit jumped in surprise with a yelp, and felt his heart leap into his throat. He glanced up to catch Leo sending a smirk his way before she was obscured by one of the trolls attacking her. Bilbo quickly reached for the knife, a little wary of how sharp the blade gleamed. He carefully began cutting the ropes around the dwarves, forgetting a small detail.

"Whoa, whoa!" Nori exclaimed.

"Aye, did ye forget about the fire below us, lad?" Balin added.

Bilbo felt increasingly frustrated, at himself and at the situation.

"Kick some dirt on it!" Fili exclaimed. "If you can at least get it down to embers we will be fine!"

The hobbit glanced over his shoulder to see Leo weaving her way through the troll's legs, dancing around them with a taunting laugh. Turning back, Bilbo began shoveling handfuls of dirt onto the fire, dampening it until all that remained were smolders. Then, he quickly took up Leo's knife again and sliced through the last rope pieces. The dwarves burst forth into an ungraceful heap, letting out yelps and curses.

But Bilbo was already turning his attention to their savior.

Leo was playing keep-away with the trolls, no longer having the advantage of surprise and not nearly tall enough to reach any vulnerable points on their bodies. So she kept on the move, acting as the decoy while the hobbit freed the dwarves. The trolls were slow and cumbersome, their reflexes barely keeping her in their sights.

But when the dwarves were freed, the ensuing racket drew the attentions of the trolls.

"Hey! What do ye think yer doing?" One of the trolls demanded of Bilbo, abandoning the annoying woman and turning back to the fire pit.

Leo cursed and darted around the second troll, coming up behind his companion and digging her swords into the back of one of his knees. She used all of her strength the force her swords through the thick skin of the troll and pulling the blades sideways in a ripping motion to shred the tendons there.

The troll roared in agony and fell forwards, not dead but certainly crippled. However the exchange cost Leo, for the momentary pause in her movements allowed the other troll to come up behind her and backhand her body. She let out a cry of pain as she was sent reeling into a tree, slamming bodily into the trunk and parallel to the ground. She felt her head and legs snap backwards around the shape of the tree, which dug into the width of her lower back, before gravity took over. The trunk snapped in half at the force of her collision.

_I am here._

Gandalf's voice spread relief through her body, and Leo allowed herself to relax and close her eyes, pain rippling throughout her body. Idly she wondered if her spine had snapped, for she could no longer feel her legs. Then again, she could no longer feel anything except where her back had hit the tree.

"May the dawn take you!" Gandalf's roar echoed through the clearing. Behind her eyelids, Leo heard a loud crack and suddenly felt the warmth of sunlight. A smile touched her face, before fading into a grimace.

"Oh my, oh dear!" She heard Bilbo's voice somewhere above her and felt the flutter of his hands across her side, though it was very light as if he were afraid to touch her. Other than that, Leo vaguely registered the dwarves and Gandalf speaking but the pain prevented any concentration.

**{::… ҉ ..::}**

Once they had all gained their bearings, the dwarves hurriedly reclaimed their belongings and donned their armor once more, muttering as their sheathed their weapons into their proper places. Then the dwarves congregated around Gandalf, giving him appreciative pats. Thorin gazed gratefully at the wizard, nodding his head in thanks.

"Where did you go, if I may ask?" Thorin asked Gandalf, though without blame or bitterness one might have expected.

Gandalf's eyes twinkled. "To look ahead."

Thorin raised his eyebrows. "And what brought you back?"

"Looking behind." Was his off-handed answer.

The two were interrupted by the sound of Bilbo's exclamations of worry, "Oh my, oh dear!" As if suddenly remembering the woman that had saved their lives, the dwarves rushed over to the collapsed tree. Many were surprised to see the strange woman that they had met at Bag End, her body lying twisted on the remains of a tree trunk. They could see that she was still breathing, as evidenced by the hissing noises that she made every time her diaphragm expanded. Her eyes were scrunched in pain, obviously still conscious.

As Gandalf approached, Bilbo looked up, his face distraught. "I'm afraid to move her…" He glanced back down in worry.

Gandalf nodded in agreement and knelt down next to Leo. "Does it feel like anything is broken, Miss Leo?"

Leo opened one eye, "Nah." Her voice was hoarse. She licked her lips, smirking at them through the pain. "I've been through worse."

Gandalf nodded and without preamble thrust his staff into Bilbo's hands. The hobbit nearly dropped the stick in surprise, struggling to find a comfortable way to hold the staff twice his height. Meanwhile, Gandalf gathered the limp woman in his arms, holding her gingerly as she bit back a groan.

"Ssssssshit." She hissed as the wizard began walking back to the company camp, every step seeming to reignite her aches no matter how smooth Gandalf attempted to keep his pace.

When they reached the camp Gandalf gently laid Leo down on the first bedroll that he came upon. Hovering just behind him was the nervous hobbit, eventually followed by the rest of the dwarves. Thorin watched the woman with an inscrutable gaze, unsure if he should be unhappy at her presence or grateful for her help.

"May I tend to her?" Oin, the company's medic, asked Gandalf.

Gandalf glanced at Oin, then to Leo, who nodded in agreement. Then the wizard moved aside to allow Oin access to the injured woman. Very carefully, Oin helped Leo out of her leather jerkin and roll onto her side. He rolled up her tunic and studied the blooming bruises on her back.

"How in Mahal's name did you not snap completely in half?" Oin shook his head in wonder. "Ye one lucky lass!"

Leo sucked in a breath as Oin gently prodded her lower back.

"Let us pray that you didn't fracture anything." Oin muttered, leaning back. "Unfortunately there is not much that we can do to fix bruises. No bones to be set, no wounds to stitch and wrap… All there is to do is wait."

Leo muttered a curse under her breath.

"Sorry lass." Oin grunted, smoothing a salve over the bruising that would help numb the pain. "Ye want a tonic? I could give ya something that'll knock ya out for a while."

"I'm good." Leo muttered as Oin smoothed her tunic back down and let her rest. Her gaze darted over the rest of the dwarves who were still watching her with suspicious curiosity. If she had the strength, she would have rolled her eyes. Saved their ungrateful hides and they still regarded her with caution. Thorin approached her, looking unsurprised at her presence.

"Thank you." He mumbled gruffly. "My men and I are in your debt."

She relished the way that the words seemed to physically ail the king. Even Bilbo seemed amused at Thorin's reluctant show of humility.

Leo smiled into the blankets she lay one. "Ah, shouldn't say such things, king under the hill." Thorin glared at her, but she was too busy stifling a groan as she took a too-large breath and her ribs and spine protested. "You never know when I might take advantage of you."

Ah, how she wished that Thorin had been the type to blush. But Leo took pleasure in seeing the red faces of the two dwarf boys, Fili and Kili, though she still did not know which one was which. Even some of the older dwarves were surprised, some amused, some offended. Leo closed her eyes and tried to relax her body, dozing in and out of sleep.

She heard movement and old paranoia had her immediately awake. She saw the blonde dwarf that was Thorin's nephew attempting to quietly ruffle through the bags placed next to the bedroll. When he saw that she was awake, he smiled bashfully.

"Ah, sorry." He muttered. "Just getting a few of my things."

"I see." Leo said without inflection. "Then I guess this must be your bedroll, hm?"

The young dwarf colored a little. "Er, yes. Not that I have a problem with it! You obviously need it more than I do."

Her eyes drifted to see the other dwarves also preparing for something. "Going somewhere, little dwarf? It is quite dark, no?"

"My name is Fili." The dwarf reminded her. "And we are just going back to investigate the troll camp and look for their hoard."

Leo hummed noncommittally. "Do not burden yourselves with too much treasure. We still have many league left to travel."

Fili's eyebrows lifted at the term 'we', certain that Thorin had already forbade the woman from joining them on the mission. Then again, perhaps saving their lives had changed his uncle's mind. The thought made Fili snort. Yeah, as if Thorin would ever change his mind.

"The brothers Dori, Nori, and Ori will be staying to watch over you and the camp." Fili informed the woman. With that he picked up his things and went to join those dwarves that were going to search whatever the trolls left behind.

_Great, now __**I'm**__ the one with a babysitter._

**{::… ҉ ..::}**

When Leo next opened her eyes, the company seemed to have returned from their mini expedition, bearing more than one or two little glittery trinkets. Most interestingly, Bilbo seemed to have found himself a sword. Leo narrowed her eyes to focus on the blade. Elven-make? Now that was impressive.

Slowly sitting up, Leo was pleased that she only winced at the pain in her back. No longer did it flare up as before. Gingerly poking her lower back, she held back a smirk. She was healing already. Yay for magical healing!

"Everyone get your rest." Thorin's voice interrupted her thoughts. "We leave in the morning."

Speaking of rest… Leo glanced at Fili. Ignoring the aches in her back, Leo struggled to stand up, taking deep breaths to help with the pain.

"What do you think you're doing?" Glancing up, Fili and Kili approached her, the previous looking more frustrated with her than worried.

Leo furrowed her brows at the blonde one. "You will need your bedroll if you are to get any rest tonight."

Kili playfully smacked his brother. "You scoundrel!" The brunette teased.

Fili batted Kili's hand away and scowled at Leo as if she had personally offended him. "I am not going to kick an injured woman out of a perfectly good bedroll. I'll share a blanket with my brother."

Kili choked, "Wait, what?"

"Sure," Fili shrugged, "We've had to share before. Ain't nothing wrong with it."

Kili did not look too happy about the decision, but he glanced over Leo and grudgingly consented. He had enough decency to agree to Fili's decision.

Leo stared at them as if they had both sprouted wings. "Um… Uh, thanks." She said, unsure how to react.

Fili just nodded and gathered his things. "Goodnight, my lady."

Kili dipped his head and murmured something similar.

"You look like they just asked you to tapdance." Gandalf's voice interrupted her from her shock. He regarded her with amusement.

Leo glanced away. "… I am not used to such things." She muttered.

Gandalf sighed and shook his head. Leo narrowed her eyes; she never appreciated sympathy. The wizard took a puff of his pipe, causing Leo to do a double-take as it had not been in his hands prior to their conversation. "That's a shame."

"Once they find me out, they will hate me." Leo shrugged. "Not that it would be anything new."

"I trust that they will understand, my dear."

"Trust gets you killed, istari." She flashed a cynical smirk.

Gandalf shook his head and stared sadly at Leo as she limped off into the trees to be alone for a while.

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**There will be more humor in the next chapter, I promise. Once Leo joins the quest, there will be countless opportunities to poke fun at our favorite Middle Earth companions! Especially Thorin, that grumpy old coot haha.**

**Read and Review!**

**~Lilithia**


	4. Chapter 4

**Hello my lovelies! Here's another chapter for your (hopefully) happy holidays! Once again, I am not nearly talented enough to be able to claim LOTR or HOBBIT as my own works. I do not own anything…**

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Alarm bells rang in her head. Leo's eyes flew open and she shot up, wincing with a silent curse as her bruises made themselves known. Right, no sudden movements. When the drumline stopped banging the inside of her cranium, Leo opened her eyes to look around.

It was early morning. The morning birds were just beginning their songs, and beside the symphony of crickets and the unpleasant sound of dwarf snoring, nothing seemed out of place. The sun was dawning in the east, the sky blushing with pink and orange hues. Dew gathers on the tips of leaves and grass blades, moisture heavy in the air. A chilly wind picked up only to die down a moment later.

Still, her instincts warned her something was coming.

"Something bothers you?" Gandalf's voice interrupted her musings. He walked up behind her, gazing intently in the same direction as she.

Leo narrowed her eyes as she focused her attention northwest of their position. In one slow, graceful movement, she knelt down to the grass, balancing on her toes. One arm reached out to place itself in the damp grass, and Leo closed her eyes, concentrating.

"There is movement." Leo informed Gandalf quietly as she stood back up. "Whatever it is, it is moving fast and gaining speed. It's heading straight towards us."

"Should we wake the others?" Gandalf asked her.

Tilting her head, the woman waited for the breeze to pick up again before inhaling deeply. She wrinkled her nose in confusion. "I smell… rabbits? But not natural rabbits… They are touched by magic."

Gandalf's face suddenly alighted with amusement. "Ah. Then we have nothing to worry about! From the sound of it, that is my good friend Ra –"

"Wargs!" Leo interrupted in a hissed whisper, her eyes narrowing as she sniffed the air again. "A pack of wargs just came into range of my senses! Wake the company!"

But before either of them could make a move, a curious character raced towards them from the tree line on… By the Valar, was that a bunny-pulled sleigh? Aaaaand it was careening straight towards her. Time seemed to slow as the sleigh hurtled in the direction of Leo. Gandalf though for a moment that the poor woman would be run over, but then something else curious happened.

Leo made eye contact with the rabbits, and the little creatures seemed to balk in fear at the sight of her, taking a sudden turn to avoid coming close to her position. The man upon the sleigh let out a comical yelp as his mounts took an unexpected turn, throwing him off the sleigh.

The previous sleigh-driver leapt up, "Wait, come back!" And ran off to chase his bunny-sleigh. Leo shared a confused glance with Gandalf. However they returned their attentions when the crazy man managed to wrangle his rabbits (haha alliteration bitch) and drove them back to the clearing.

"Oh where was I?" The man muttered under his breath as he approached Gandalf, only Leo able to hear him due to her heightened senses.

"Is there something wrong, my old friend?" Gandalf posed.

"Oh right!" The man snapped his fingers. Then he began to hop from one foot to the next, pulling on his hair and beard. "Thieves! Murderers!"

As if he wasn't three feet in front of them. Gandalf and Leo both closed their eyes with deadpan expressions, bracing themselves as his voice boomed in their ears. _Standing right here dammit!_

The commotion woke the company, and soon dwarves were jumping up (some in their underclothes... Leo closed her eyes and tried to erase the unsavory images from her mind), pulling various sharp and pointy objects from under their blankets and pillows in alarm. They glanced around wildly as the clearing was suddenly filled with their demanding of what the hell was going on. So much for stealth.

"Oi, Gloin!" someone called (it sounded like Bifur), "Put some clothes on! No one wants to see _that_!"

"Hey, who's the crazy old guy?" _Oh very eloquent Fili._

"Who dares disturb my rest?!" Dwalin demanded, holding up his maul angrily.

"Quiet down, ye drama queen!" Oin grumped.

"What is going on?!" Thorin's voice roared over the complaining dwarves, making his way over to Gandalf and the newcomer.

Leo scowled at the loud dwarves; ruining a perfectly nice morning! She glanced to the dwarf nearest her, who was blessedly silent, although he was carefully studying the area around them for any sign of danger. Let's see, what was his name again? Funky hat, pickaxe…

"Bofur?" Leo asked hopefully.

The dwarf turned to her with a polite smile. "Oh, well good mornin' to ye, lassie!"

She returned the smile, glancing down at his weapon of choice. Her eyebrows rose. "Do you always fight with a pickaxe, master dwarf?"

Bofur grinned. "Aye. It is the symbol of my profession and an unexpected weapon on the battlefield. Not many know how to defend themselves against the common pickaxe!"

Leo chuckled at that. "You have a point, sir dwarf."

Leaving Bofur to begin packing his things, Leo turned her head to see Thorin walk over to where she and Gandalf were speaking to the man dressed in… shrubbery.

"Please, Radagast!" Gandalf placed a firm but calming hand on the man's shoulder. "Calm yourself!" Then the gray wizard turned to Thorin and Leo. "My friends, this is a fellow wizard. His name is Radagast the Brown, guardian of the wild places."

"Oh, oh, oh!" Radagast turned to them with shining eyes. "New people! Oh I haven't met others in so long! Pleased to meet thee!" The brown wizard did an odd jump and landed in a bow. When he straightened, his eyes locked on Leo and he gave a loud gasp.

"Oh!" He zoomed over to Leo, invading very _personal_ space. The woman blinked as the wizard's face was suddenly right in front of her. She jumped back a little in surprise, but the wizard took small steps forward so that he could keep his face _five unnecessary inches in front of her._ His eyes flickered over her face and body, not in a lecherous way, but like a scholar studied a peculiar dissection. Leo wasn't sure which one was worse.

"Er, excuse me?" Leo growled, her shock turning into annoyance. "Can I help you?"

Radagast clapped his hands merrily and in the blink of an eye was zooming straight back over to Gandalf, invading his personal space as well (however the other wizard was used to this from Radagast). "Oh where did you find her, Gandalf?" He gasped, practically with stars in his eyes. "Such a rare creature! Quite marvelous! And in such shape and form! Oh I wish I could have one!"

Coming back to herself, Leo clenched her hands into fists and growled. "Oi! I'm right here! Don't talk about me as if I'm an object!"

"Oh no, no, no, dear!" Radagast zoomed right back to her, making placating gestures with his hands (so much zooming; he was making the other dwarves quite dizzy). "I did not mean to anger you! Oh now I've done it!" The brown wizard stomped his foot in self-irritation.

"Radagast!" Gandalf interrupted, huffing in annoyance. "I was under the impression that something was terribly wrong! Why are you here, and why are you in such distress?"

Taking a deep breath and opening his mouth as if to release a tirade of words, Radagast paused. His eyes squinted in confusion and his pursed his lips. "Oh what was it? Oh why do I always forget the important things?"

Leo groaned and smack her face into her palm.

"OH!" Radagast gasped in delight. "I got it! It's on the tip of my tongue…" Opening his mouth and sticking the aforementioned muscle out of his mouth, Radagast retrieved a rather large stick-bug from atop said tongue.

"Sauron's bloody testicles!" Leo yelped at the sight, feeling her stomach drop and looking away in disgust, joining several other dwarves and one hobbit in making gagging noises.

Radagast recovered quickly, smiling as if pleased to be rid of the bugger (heh, get it?). "Gandalf!" He cried out, making everyone jump at his sudden distress. "A pack of wargs is headed this way!"

The company froze, and then everyone scrambled.

"Radagast!" Gandalf scolded. "That was the first thing that you should have said!"

Suddenly the clearing was a flurry of movement as the dwarves hurried to pack their things. Poor Bilbo just stood behind Gandalf, lookin oh-so-confused. Finally Leo walked over to the frozen hobbit and dragging him back to his bedroll, leaving the wizards to converse among themselves.

"I hesitate to ask," Bilbo began as Leo pointed at his bedroll in a silent command, and he began rolling it up, "But what are wargs?"

Leo's did not look up as she helped Bilbo pack his things. "Imagine wolves. Now imagine them twice as large. Now image giant wolves that must put up with the foul odor of orcs everyday. Plus rabies." Leo smiled at Bilbo and handed him his traveling pack. "Giant grumpy rabid wolves. And orc friends."

Bilbo stared at Leo in horror. The woman chuckled and patted him on the head as she stood. "Keep your sword at hand, little one."

"_Thorin_!"

Gandalf's booming voice drew everyone's attention as the tall wizard stomped up to the exiled king. "Who did you tell about your quest, beyond your kin?"

Thorin looked offended. "No one!"

Gandalf swore under his breath.

"What?" Thorin asked him. "What is it?"

A haunting howl echoed across the distance, sending a chill down their spines. Gandalf looked at Thorin with a heavy gaze.

"Warg scouts." Leo announced unnecessarily. She turned to gaze at the rest of the company. "An orc pack approaches us."

"You are being hunted." Gandalf informed Thorin.

Leo furrowed her brows. Assuming that none of the men with them had betrayed their king –and as much as she disliked dwarves, she would never doubt their loyalty –then how did the orcs know of their location? She would have noticed if anyone were following them (and promptly would have disposed of them).

'_I haven't sensed any spies.' _Leo's mind-voice informed Gandalf. _'I do not understand how they know where we are.'_

_Regardless, we must leave. There is a place not far from here that will provide us shelter. _Gandalf replied.

Leo froze. _No, absolutely not!_

_Imladris is the safest solution! _Gandalf insisted.

'_I refuse to go anywhere near Rivendell!' _Leo snapped, silently glaring at the wizard over the heads of dwarves and a hobbit. Another howl cut through the air, this time closer.

_I am afraid we do not have a choice. _Gandalf told her grimly.

Leo scowled. _'I'd rather take my chances with the orcs.'_

_Why do you detest the elves? _Gandalf asked her.

'_Vile, blood-sucking vegetarians!'_

Gandalf blinked. _That makes no sense…?_

'_Shut up, I don't need you contradicting me right now. I'm in a conflicted state of mind.' _Should she just take her chances with the orcs or face the pointy-eared pansies?

_But that makes no –_

'_I conflicted dammit! Don't patronize me!'_

Bilbo wondered why Gandalf was staring at Leo as if she were insane. He also wondered why Leo was stomping on innocent flowers.

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**Crack? What crack? *looks away innocently* Anyway, a huge thanks to all of my readers! Read and Review!**

**~Lilithia**


	5. Chapter 5

**Okay real talk. Sorry for the weird hiatus, but I briefly lost inspiration for this story, then my computer broke, then I got inspiration again BUT I COULDN'T WRITE IT DOWN CAUSE MY DAMN COMPUTER IS RETARDED *deep breath*. Okay. Okay. I will be calm.**

**So my computer is still broken, but I'm now borrowing a friend's laptop/ipad thing to type. Sorry for the wait. And sorry for the crappy formatting. I've literally tried to submit this shit like five times now. Imma scream someone hold me back!**

**Standard disclaimer applies. Onwards with sarcasm and wit!**

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"Don't just stand there! Get moving!" Thorin's bossy tone interrupted her inner argument.

'_Right. Emergency. Better get moving.'_ Leo thought as she grabbed her knapsack and strapped it on so that she could run without it falling off.

The entire camp froze as a deep howl echoed through the forest. And it was close.

"They're here!" Leo barked, drawing her twin swords from their sheaths. Right on cue, a large beast leapt out from the trees, landing on top of one of the dwarves, too fast for her to see who. Quickly, several of the other dwarves began to hack away at the warg, killing it before it got a bite out of their comrade.

But Leo could already hear the snarls of another warg, and turned around to see it hurtling towards Thorin. She darted forward, pushing the exiled king out of the way just as Kili's arrow embedded the creature's eyeball. Wasting no time, Leo sank one blade into its ribcage while she used the other to slice it's throat. Dwalin sunk a dagger into the top of its head for good measure.

"We have to get out of here." Dwalin said as he withdrew his blade from the warg body.

"We can't!" Ori came rushing into the camp with Bifur. "We have no ponies! They've bolted!"

Leo swore under her breath, as did most of the dwarves, while Bilbo paled even further.

"I'll draw them off."

Everyone turned to look at a smirking Radagast, his nose twitching with excitement. He had a wild, confident look in his eyes that reminded Leo that despite his oddities, he was still one of the istari.

"These are Gundabad wargs," Gandalf warned, turning to face him, "They will outrun you."

"Gundabad?!" Leo interrupted with a start, looking sharply at Gandalf.

"These are Rhosgobel rabbits! I'd like to see them try!" Radagast smirked. Smirking wizards were scary, no matter how senile they seemed.

"Let him." Leo said firmly, her hands on her hips, squaring off with Gandalf. "We need to go. Now."

Radagast turned and sprinted into the trees, leaping into the back of his sleigh with a manic laugh. The contraption lurched and the rabbits bounded forward. If one looked carefully enough they would see that the forest made a path for the wizard to exit, trees shifting slightly out of the way, the roots and dirt smoothing out to pave a path.

Leo's eyes widened a fraction before she forced herself back to the situation at hand. She could marvel at the show of unconscious magic later. Gandalf was already ushering the dwarves towards the plains.

_'The plains? We will be out in the open!'_

'_It is the most direct route to safety_.' Gandalf assured her.

Leo did not agree, but followed nonetheless. The dwarves were hardly stealthy as their packs jiggled and clunked. Leo would have abandoned them to their fates had she not been bound by oath. She prayed to every diety she could think of for patience.

Radagast and his bunny sleigh flew across the land, the orc pack running after them relentlessly. But the forest wizard always stayed five steps in front of them, just enough to send the frustrated wargs into a frenzy. Their orc riders were helpless to change the course of the wargs while the rabbits were so tantalizingly close.

The company darted from rock to rock, taking cover in the shadows of the outcrops. Several times they were almost spotted by an orc after the chase passed by too close for comfort.

'_Why doesn't that fool lead them away from us, instead of in circles around us?'_ Leo snapped at Gandalf, frustration making get temper rise.

'_That would be helpful, wouldn't it? '_ Gandalf mused rhetorically.

Leo was about to snap back when she felt someone's hand grab her arm and yank her back. She barely stopped herself from flipping the offender over her head and punching his lights out. She rounded on the dwarf, briefly recognizing him as Fili, opening her mouth to yell at him.

"Shh!" Kili ordered her.

Leo quickly realized that Fili had just prevented her from running into the open while the orc pack ran by. The company was huddled under the cover of a large piece of granite. Thorin was sending her an annoyed look for nearly giving them away in her distraction.

Leo sent an thankful glance at Fili. They all froze when a loud '_thump_' resounded from above them. The sound of claws clicking and scratching the granite rock told them that an orc rider and his warg were sniffing out the outcrop from above.

The sound of movement made Leo aware of Kili snatching an arrow from his quiver and drawing it upon his bow.

"No don't -" she tried to hiss, but the young dwarf was already leaping out from cover and releasing his arrow at the warg above.

"Dammit!" Leo swore as a large mass came tumbling over the rocks and down towards her end of the company line.

She knew they had to kill both the orc and the warg before either made enough noise to alert the rest of the pack, but even as it was falling the warg was making quite a racket.

The orc leapt off of his mount and immediately charged the dwarves. Dwalin and Bifur leapt forward to meet him, Dwalin blocking the orc's sword with the haft of his warhammer while Bifur swept under his guard and stabbed him in the stomach with his halberd. The orc fell forward, and Dwalin slammed his hammer down to crush its head.

Meanwhile, Leo darted out of Fili's grip and faced the growling warg. It came at her with its teeth, but she leapt backwards out of its reach. As it's jaw snapped shut, she jumped and placed her foot directly onto is snout, vaulting herself in a front flip over its head. Landing on its neck, she gripped with her thighs to stay on as the creature snarled at its unwelcome rider. It began to buck, but she was already reaching around with her blades and stabbed them into the bottom of its jaw, pushing upwards into the brain. With a harsh grunt she twisted, making sure the warg stayed dead.

The warg fell to the ground, Leo rolling off of its back and coming to her feet. Quickly she wiped the blood off the blades on the grass and sheathed them.

"The rest of the pack will notice the missing rider." Leo growled darkly, sending an annoyed glance towards Kili. "Keep moving."

Several hunting howls sounded across the plain.

"Never mind, they already have." Leo muttered dryly.

"Move! Run!" Gandalf cried.

The company was in action once more, running as fast as their little legs could carry them. But Leo could hear the hunting party gaining on them; it was only a matter of time.

They crested a hill, only to see the orc party running along the ledge of a similar hill.

"There they are!" Gloin pointed out.

"And here we go!" Leo quipped as she snatched up the panting Bilbo and ran the other direction.

"This way! Quickly!" Gandalf ordered, his long legs easily overtaking Leo as he passed her. The company followed without question, the sound of warg snarls growing louder by the second.

Suddenly, orcs astride wargs crested each of the hills surrounding them. The company slid to a stop and drew their weapons, forming a loose circle around Thorin and Gandalf. Leo set Bilbo down and pushed him towards the center, drawing her swords and settling into a defensive stance.

"There's more coming! "

"Kili, shoot them!"

"We're surrounded!"

Leo looked to Gandalf, hoping he had a miracle up his sleeve. _ 'I am NOT dying for a bunch of dwarves!'_ She yelled at him with mind speech. At that moment she felt Gandalf's mind shifting focus, and she briefly saw a hidden route through the rocks in her mind's eye.

_'You slippery bastard.'_ She chuckled in amazement as Gandalf took his exit. How that wizard always managed to escape near-death she will never know.

"Where is Gandalf?"

"He's abandoned us!"

_'Ye of little faith.'_ She mused as she suddenly grabbed the unsuspecting Bilbo and hauled him into the tunnel before he could even squeak. While she was saving the cute little hobbit, Gandalf popped up beside her and screamed directly into her ear. "This way, you fools!"

Leo winced and shot the wizard a glare. "For the love of the Valar! You tryin' ta make me deaf?" She glowered as she rubbed her ear.

Gandalf had the decency to look a bit sheepish before he slid back down the hole. Leo turned and began helping the dwarves into the tunnel, pushing them into the entrance if she had to (and maybe enjoying the way the portly Bombur uncontrollably rolled all the way down).

"Quickly! All of you!" Thorin ordered as he scanned behind them. He barely acknowledged Leo as she came to stand beside him with her weapons drawn, ready to defend the fleeing company. A warg ran after them, but Thorin was there to strike it down.

"Kili! Run!" Thorin barked, and Leo's eyes widened as she whipped around and saw that the young dwarf had not evacuated with the others. Kili shot an arrow at an orc killing it, then turned and ran towards them. The warg whose rider had been slain by Kili's arrow began to chase the young dwarf, and another orc took aim at Kili's back.

"You stupid boy!" Leo growled under her breath, sheathing her swords and pulling a pair of knives from her boots. She threw one towards the warg that raced after Kili, hitting it in the eye, and threw the other at the orc about to shoot the young dwarf. The orc screamed as her knife stabbed straight through his arm, jerking and sending the arrow off course. Leo rounded on Thorin.

"Get in!" She ordered. She could tell by the stubborn set of his jaw that he was not about to do anything she said. So, rolling her eyes, Leo pushed him backwards, hard. The dwarf king yelped as he fell into the hole. Turning she saw Kili, and grabbing his arm, she dragged both of them into the escape exit and sliding down to join the others.

Just in time, a horn sounded behind them. The sound of conflict ensued, orcs and wargs snarling while hoofbeats suddenly pounded the earth. Thorin helped Kili to his feet and the silent Bifur offered Leo his hand. A little surprised at the gesture, Leo stared at it for a moment before she grasped it and pulled herself up. At that moment, the body of an orc flew into their hovel, rolling down the tunnel and landing heavily on his face. Gandalf quickly rolled it over to make sure it was dead.

The atmosphere was tense as the battle waned above them, and then silence.

Thorin strode forward and yanked the arrow that had slain the orc from its body. Leo tensed as she stared at it.

"Elves!" Thorin spat, rounding on Gandalf. Leo expected an argument to break out, but they were interrupted by Dwalin.

"Should we see where the path leads?" He called to them, everyone turning to see that the large dwarf had wandered to the end of the tunnel, facing the exit.

"Of course!" Bofur answered for them, taking off down the tunnel.

Thorin huffed and followed the rest of the company down the tunnel. Gandalf looked confused.

"I thought it was wise." He sounded petulant.

"If I'm not allowed to whine about this, then neither are you." Leo told him, following the dwarves.

"You know we needed to come here. Where else were we going to someone who can read ancient moon runes?" Gandalf pointed out.

Leo scowled. "I know, I know. It doesn't mean I have to like it."

She paused and then rounded on the wizard with great ferocity. "Now wait! You said earlier that the orc pack was from Gundabad! I thought that place was destroyed after the war!"

Gandalf sighed. "The orcs were bound to take it again. They returned there nearly 70 years ago and turned the fortress into a breeding ground."

Leo's expression was stony, but inside she felt sick. "Breeding? For what purpose? They should have scattered after-" She froze, scowled, then swore. "The Dark One is stirring, isn't he?"

The way Gandalf winced was answer enough. Leo flew into a rage.

"How dare you? How dare you bring me back to these wretched lands when He rises again?" She snarled, eyes flashing gold, an inhuman growl rumbling in her chest. "You lied to me!"

"I said nothing of the sort!"

"A lie by omission then!" Leo snapped. "If I had known He was awakening I would never have come! In fact, I would have fled further south!"

* * *

Meanwhile, the company had been following the path through the stone tunnels, idly murmuring to one another. Bilbo was first to notice that the wizard and woman had yet to catch up with them, and immediately went up to the nicest dwarf he could find - meaning anyone but Thorin.

"Erm, excuse me." He tugged on Kili's sleeve, earning the attention of both princes since the brothers had been talking to each other.

"Yes, hobbit?" Kili asked, Fili eyeing Bilbo curiously from behind his brother.

"Am I the only one who has noticed that Gandalf and Leo are not with us?" Bilbo asked, slightly hurried, as worry started to set in.

The brothers looked up quickly, glancing around to find that, indeed, two members of their company were missing.

"Uncle." Fili called Thorin over with a soft but firm voice, none of the others dwarves in the company noticing how the royal members had stopped.

Thorin glanced at each of them with a dark face. "Is there a problem?"

"Notice anyone missing?" Kili asked with flat humor.

Thorin did. He glanced around, but the wizard and strange woman were nowhere in sight.

"Let us head back from whence we came. They cannot have left us so easily." Thorin muttered, ignoring the hobbit as he pushed aside Bilbo.

The poor hobbit stumbled, and would have fallen, had Fili not kindly caught his arm and helped him regain his balance.

"Sorry about uncle, he's always grumpy." Kili whispered as the two princes and hobbit followed the king.

Barely two seconds passed before they heard the shouting echoing down the tunnel.

"How dare you?! How dare you-!"

The words were garbled and mostly unintelligible, but regardless they all could tell Leo was angry. Gandalf was speaking in soothing tones, but the woman would have none of it.

"A lie by omission then!" Leo raised her voice again.

They crept closer, and saw the angry woman standing fearlessly in front of Gandalf, an ominous rumbling sound filing air and magic crackled angrily around them. They couldn't see her face from their angle, but Gandalf looked just a little terrified. It was quite comical, given that he towered over Leo, yet her presence seemed somehow larger than his in her anger.

"I should never have come here." Leo growled, crossing her arms.

"Am I interrupting something?" Thorin's voice sliced through their conversation. The three onlookers gaped at the dwarf king. Gandalf and Leo stared at Thorin with unreadable expressions. "No? Good. Now keep moving. You can settle your differences once we find a place to camp."

With that Thorin stalked off. Leo gazed after him for a moment, her face unreadable, before she sent a nasty look towards Gandalf and walked away. She didn't even glance at Fili, Kili, and Bilbo as she stormed by them, the air still crackling around her with angry magic.

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**Angry Leo is no bueno haha. We meet the elves of Rivendell in the next chapter!**

**More to come!**

**~Lilithia**


	6. Chapter 6

**Ah-ha! See? I didn't take forever to update! I took advantage of the fact that technology was actually working with me for once and punped this baby out.**

**That sounds wrong.**

**Standard disclaimer and whatnot.**

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An awestruck hush fell over the company as they emerged from the tunnel. Before them the most beautiful city they had ever seen, tucked into the the niches of the valley. The air was cooled by mists which surrounded the abundant waterfalls like a veil, muting all sound so that their voices seemed like soothing murmurs. The afternoon sun glinted upon the gilded buildings, lighting up the elegant architecture of sweeping arches and organic detailing. The land practically thrummed with earth magic, for every flower, bush, and tree seemed somehow brighter, healthier, and more alive than any of the company could even imagine.

"The Valley of Imladris." Gandalf spoke from behind them, interrupting their reverence. "In the common tongue it is known by another name..."

"Rivendell..." Bilbo murmured, gazing at the elven town with childlike wonder.

"Here lies the last homely house east of the sea." Gandalf finished, gazing fondly at the city.

Leo smiled and patted Bilbo's head. Despite her misgivings towards elves, she had always appreciated their knack for art. Her eyes traced the lines and arcs of the buildings and perfectly blooming gardens like a starved artist. When she inhaled, the magic which infused the winds filled her body with vigor, every one of her senses on fire. The pulse of wild magic sang its sweet song in her ears, she tasted it in the air, and she felt it falling like a familiar blanket upon her skin.

"Is that... is that magic that I feel? " Bilbo asked her softly, looking at the palms of his hands as if he did not recognize them.

"Yes." Leo sighed, her face uncharacteristically relaxed. Bilbo almost did not recognize her; she looked much younger when she wasn't tense and cranky. Then a sad look crossed her features.

"Once the whole world was like this, Bilbo." She whispered, her eyes glazed over in memory. "Magic infused every nook and cranny of the earth. Rivendell was just a village compared to the great cities of the elven empire." She closed her eyes, and when they opened again, her emotions were locked away behind her mask of indifference. "But like so many things, it did not last."

Bilbo opened his mouth to comment, but the odd woman was already walking towards Gandalf. So was Thorin, for that matter, although the dwarf seemed for more angry.

"This was your plan all along!" Thorin accused the wizard. "To seek refuge with our enemy!"

"Calm thy tits, king under the hill." Leo drawled as she approached the wizard and dwarf.

"It's King under the _Mountian_!" Thorin corrected her indignantly.

"Whatever. The elves are not your enemies." Leo waved off his comment airily. She paused to scrunch her nose, the action causing wrinkles in her cheeks that resembled whisker marks. "More like, extremely distasteful allies."

Thorin opened his mouth to retort, but she cut him off with a steely glare. "Look here, dwarf." Leo said, "I am not enjoying this either, yeah? I don't like elves either, and they definitely don't like me. I'd rather we skip them too, but if you want to know what those fuckin' runes on your precious map mean, the elves are your best bet. So stop whining about it, 'cause if I can't whine about it, neither can you."

Any lesser wizard would have rolled his eyes at the woman, but Gandalf took advantage of the speechless state Leo had left Thorin in and turned to scold the king. "The only ill will to be found in this valley is that which you bring yourself."

Bilbo would have smirked at Gandalf's retort, but he didn't put it past Thorin to kick him out of the company for such a slight. Leo, however, had no such inhibitions, and snapped her fingers in a sassy Z-formation.

"5 points to Gandalf!" She quipped.

If looks could kill, the one Thorin gave Leo would have sent her up in flames. However the dwarf king chose to confront the wizard rather than the woman, for the first was definitely the saner of the two.

"You think the elves will give our quest their blessings?" Thorin scoffed. "They will try to stop us."

"Of course they will." There was an unspoken 'duh' at the end of Gandalf's statement. "But we have questions that need to be answered."

For a moment Thorin looked properly chastised.

"For real though," Leo interrupted as she addressed Thorin. "Where else were you planning to read those ancient runes? Did you expect a magic scholar to just fall from the sky? Or were you planning on traipsing across the country and hope that whatever is on that map is not important in some way? Even if it is _obviously_ important."

Thorin scowled at her. "I am developing an intense dislike for you, woman! I have half a mind to leave you here with those blasted elves!"

"You need me to face your little dragon friend, remember?" Leo sneered. "And, apparently, to point out obvious bad decisions made on your account."

She tossed her braids over her shoulder and she turned away from the dwarf and wizard to walk after the rest of the company, who were already making their way down the mountain path towards Rivendell. Bilbo's eyes flickered nervously between the two men, shocked into silence as they were, before he scampered after Leo.

"If we are to be successful this needs to be handled with tact. And respect. And no small degree of charm." Gandalf glanced up at the retreating female member of the company. "Which is why you will leave the talking to me." Gandalf muttered to Thorin before walking after Leo, Bilbo, the the rest of the dwarves.

Leo had never been to Rivendell before. In fact, her visit to the Shire was the first time she head ever traveled west of the Dunlands and north of Lorien. An avid lover of the arts, her eyes shined with badly concealed fascination as the company crossed the bridge into the entrance of Rivendell. Soft lights floated in the mists, flickering candlelight reflecting through windows. The city was hewn from smooth white rock, changing to soft pastels of blue and lavender in the dusky light of the setting sun. Wind chimes echoed softly in the breeze, and laughter followed distantly. The dwarves were equally enchanted, staring at the city with less subtlety, mouth agape and murmuring excitedly. Bilbo stayed close to Leo's side, feeling less self conscious with her reassuring presence.

However, as she neared the city, her old habit of hiding herself returned in full force. With slow, methodical movements, Leo reached up and drew the hood of her cloak over her head. It fell forward and instantly her face was cast into an unnatural shadow which hid all of her features, save for the glint of her eyes. Only Bilbo noticed her action, given his proximity, but he did not voice his confusion. The rest of the company did not notice that Leo was now fully cloaked, save for the ever observant wizard, who thought nothing of it.

The group came to a stop when an official-looking elf met them at the top of the stairs entering the city gates.

"Mithrandir." The elf addressed Gandalf cordially, a reserved but fond smile on his face. He seemed to ignore the rest of the group entirely.

"Ah! Lindir!" Gandalf greeted jovially.

Leo studied the elf lord curiously. He had the same sharp bone structure and effortless grace that all elves had, and judging from the golden circlet upon his head, he was important.

"_We heard you had crossed into the Valley."_ Lindir spoke to the wizard in elvish.

Bilbo tugged on Leo's sleeve. She bent down so he could whisper in her ear as he stared at Lindir. "They are speaking elvish, right?"

Leo chuckled quietly. "The language is called Sindarin. Gandalf is asking to speak to Lord Elrond."

Bilbo looked gobsmacked. "You can understand elvish?" He whispered excitedly, turning to face her, though the shadow from the hood of her cloak was as dark as ever.

Leo patted the curls on his head, still bent over so that he saw the amused glint in her eyes. "My kind have the gift of tongues."

Bilbo furrowed his brows. Again, the clues she gave him made no sense. As he opened his mouth to question her further, a horn sounded from the entrance to the valley, followed by the sound of hoofbeats. The company turned around to see a hunting party returning to the city on tall, narrow horses, armor gleaming with the sunset. An old, important-looking elf headed the line of soldiers, eyes dark and a scowl etched into his face. Leo wondered how old the elf must have been, that time had finally shown itself upon his features. Even after a few thousand years elves could still look like a young adult.

"Close ranks!" Thorin ordered as the hunting party did not seem to be slowing down. Bilbo and Leo were jostled as the dwarves made a sloppy circle around their king, pushing the hobbit and woman into the middle as well. Leo frowned at the latest display of the dwarves' lack of military training. 'Close ranks' her ass. It was embarrassing.

Even more embarrassing, though, was when Bilbo took her by surprise and latched his arms around her neck in his fright. She let out a surprised huff as she nearly fell on her face, bent over as she was with a hobbit tugging her down. Reluctantly, Leo knelt down next to Bilbo, allowing him to huddle close to her. If it had been anyone else the woman would have kicked them off already.

_'I'm going soft._' Leo thought to herself with an annoyed huff. She scowled as the elves on horses circled the company. It was quite unnecessary of them, and would only threaten the dwarves and make them more aggressive. She would have stood up and gave them a good scolding if Bilbo wasn't latched onto her.

"Gandalf!" The elf leader hailed the wizard from astride his steed.

"Lord Elrond." Gandalf bowed his head towards the crowned elven king.

'_Shite! The king himself?!_' Leo narrowed her eyes and Gandalf nearly winced as her annoyance, anger, and -perhaps fear, he wasn't sure - slammed into his mind. '_Dammit Gandalf, if he sees me -!'_

"Melonin." Gandalf ignored her voice raging in his head and instead focused on Elrond. "Where have you been?"

Leo blocked out the rest of the conversation as she stared at the ground with a hard gaze. Bilbo felt her tense and glanced at her with worry.

"Leo?" He whispered. But again they were interrupted as the dwarves had apparently taken insult to something Elrond had said and began growl and bristle.

"No Master Gloin, he's offering you food!" Gandalf snapped the dwarves in annoyance. Leo rolled her eyes as the dwarves apparently had to convene with each other whether to accept that translation.

"Ah, well." Gloin grumbled awkwardly, "In that case, lead on."

"Not quite yet."

They all froze as Elrond's voice became sterner, and his gaze turned to stared suspiciously at the hooded figure that knelt among the short group.

"You." He pointed at Leo. "Reveal yourself, stranger."

The dwarves muttered to each other in confusion.

"When did she put that back on?"

"Why is she hiding her face?"

"Maybe she thinks the elves will think her ugly? Y'know with all those piercings and stuff..."

Thorin glared at her in suspicion, while the more genial members of the group seemed worried for her.

'_Leo, Elrond can be trusted. Do not fear him.'_ Gandalf assured her.

'_You know nothing!'_ Leo snapped back and she reluctantly unclasped Bilbo's hold around her neck, gently pushing him towards Kili.

Slowly she stood up to face the elf king, the air suddenly chilly as her aura became dangerous and wary. The dwarves shivered. Somehow the shadows seemed to darken around Leo, the black shadow cast by her hood impenetrable, despite the many lights surrounding the area. Elrond narrowed his eyes at her, his hand coming to rest on the pommel of his sword. Leo breathed deeply though her nose, then finally, reluctantly, lowered her hood. The elf's magic flared her face was revealed, his eyes reading the meaning of her tattoos with alarm.

The elf lord reeled back in shock, falling into a defensive stance and drawing his sword. The action alarmed the rest of the company, and the dwarves were sent into a clamor as they drew their weapons, unsure whether they were actually going to defend the one member of the company that no one was overly fond of (except for the guileless and overly friendly Bilbo).

"Now wait just a moment!" Gandalf protested, staring at Lord Elrond as if the elf had gone mad. "What is the meaning of this Elrond?! Leo here is a member of the company and an ally under my protection! Put you sword away this instant!"

Leo kept herself still, her hands twitching nervously as she fought the instinct to draw her blades in defense.

"No." Lord Elrond defied the wizard's command, pointing at Leo with the tip of his sword (which was unnecessarily rude, in her opinion). "_Her _kind are not welcome here."

"My old friend -" Gandalf scoffed incredulously, staring at Elrond in bewilderment.

"I will not be swayed on this, Mithrandir." Elrond spoke in a low voice, his eyes never leaving Leo, as if she were a viper to strike at any second.

Leo held up her hands in surrender and glanced over at Gandalf. "Go without me, istari." She told him lowly. "I will wait for the company outside of elven lands. We will reunite once you are done here."

The rest of the company glanced confusedly between the elf king and Leo. No one knew what was going on, or why the elves seemed so adverse to the woman. If anything, most of the dwarves would have expected the elves to dislike _them_, and not the female company member, despite her outlandish appearance.

Bilbo was the first to speak up.

"I'm not going anywhere without Leo!" His voice squeaked above the arguing of the wizard and elf lord. Everyone froze and stared at the hobbit, including an extremely stunned Leo. He was standing as tall as his little legs could possibly stand, back straight, fists clenched. He walked to Leo's side and grabbed her hand in his.

Leo was so shocked she didn't even react to the unfamiliar physical contact. She continued to stare at the hobbit as if he had grown a second head. His hand trembled slightly in hers, and she realized that the poor thing was terrified. That was when she realized just how brave Bilbo truly was. It seemed Bilbo's actions spurred a few more dwarves to take her side, for Leo was once more surprised as Kili and Fili stepped up beside her, crossing their arms.

Thorin looked like he was going to have a conniption. He couldn't decide whether to be angry at his nephews or direct his frustration at Lord Elrond. Gandalf, on the other hand, looked quite smug with himself, his twinkling eyes staring particularly at Bilbo.

"Lord Elrond, I beg you. Peace." Gandalf tried to reason with Elrond. "Leo means no harm, I swear to you."

The elven king's glare wavered, his eyes flickering to each of Leo's defenders. He reluctantly lowered his sword, his movements jerky with indecision. Leo met his eyes, her defiant gaze clashing with his mistrustful one.

"Why are you here?" Elrond asked her in a hard tone.

"I accompany these dwarves at the behest of the istari." Leo answered steadily. "He asked for my help, and I agreed to it."

"Your kind do not do anything without reason." He countered.

Leo dipped her chin. "This is true." She told him lowly. "My reasons are my own, _elvin_, but they are neither selfish nor dark."

Lord Elrond glanced at Gandalf one more time before he frowned and sheathed his sword. With one last glance at Leo, he turned to address Gandalf in a low voice. "I will have her killed if she steps out of line, Mithrandir." He said it calmly and firmly. It was scarier than if he had said it angrily. It was a promise.

Without waiting for Gandalf's answer, Elrond swept past him, his guards following closely behind. Two more soldiers brought of the rear of the group as the company was escorted into the halls of the homely house. Bilbo kept a tight hold of Leo's hand, and for that she was truly touched. Even the two dwarf princes stuck close to her side, and she ended up sheltered in the midst of twelve dwarves to keep the armed elves away from her. They entered a wide room where the halls of the palace branched off, and the group came to a brief pause as Elrond turned to address them.

He lifted his arm and gestured towards a corridor to their left. "There are plenty of rooms in the guest wing. You may all take your pick of where to sleep for the night. There are bathes available to you all as well, and after we have all been refreshed dinner shall be ready."

"A bath!" Bilbo exclaimed in a dreamy sigh, finally letting go of Leo's hand and nearly ran down the hall, the rest of the company following his lead, spurred on at the thought of an actual bed, and not bedrock.

Thorin and his nephews almost followed until they realized that Leo was bring up the rear, and the elf lord was approaching her. And as all Durins do, they hung back to eavesdrop. Leo stiffened when as Elrond neared her, watching him warily from the corner of her eye.

"My people have long memories, _li__mlug __mul_." Elrond warned her.

Leo bowed her head, her voice flat. "I know."

* * *

**I promise things won't always be to serious. Leo is just not her usual sassy self when she is too worried about being attacked by elves. Anyway, to be continued...**

**Review please!**

**~Lilithia**


	7. Chapter 7

**Woohoo, I'm on a roll! Anyway, this chapter is starting off from Thorin's POV. Prepare yourselves for dwarven revelry!**

**DISCLAIMER: I, sadly, do not own any works by Tokien.**

_thoughts_

_'mind-speech'_

_"speaking in Sindarin and I'm just too lazy to translate all the time"_

* * *

Elrond swept out of the room like a force of nature, and the light went with him. Taking his exit, the air in the room seemed to drop as shivers ran down their spines and the shadows darkened. The three spectators had lurked in a doorway during the exchange between the elf king and Leo, but were hardly concealed. Despite this, Leo did not acknowledge them as she walked into the guest hall, her expression grim and eyes focused on the floor. Her footsteps echoed loudly in the tense atmosphere as she strode past them, pulling her hood back over her face as she did.

Fili opened his mouth, about to call out to her, but his uncle silenced him.

"No, Fili." Thorin ordered. "I will speak to her later."

"But uncle -"

"Leave her."

The dwarf king turned away from the hall and walked further down the guest hall of the Imladris palace, entering a sitting area that the company had unofficially claimed. As the line of Durin entered the room the quiet that had descended over them was shattered by the steady noise of the company. Travel packs, bags, blankets, and various miscellaneous objects were strewn about haphazardly, their crude and travel-worn state conflicting harshly against the dainty and elegant elven decor. Muddy boots were tossed onto the floor without a care to the polished tiles and dirt-covered coats were thrown over velveteen chairs.

Thorin could only imagine how horrified the elves would be when they cleaned the room after their stay. He almost smiled at the thought.

Kili and Fili stepped away from their uncle, joining in on the revelry. There was a group of dwarves playing a card game by the window, consisting of Gloin, Bofur, Dori, and Nori, with the silent Bifur watching idly. Balin had emptied his knapsack and was currently taking an inventory of his medical supplies, while the young Ori was running his hands along the velvet and silk furniture, having never encountered fabric of higher quality than itchy wool. Bombur was indulging in the last of his snacks that he had packed for the quest, intent on restocking with fresh snacks from the palace kitchens before they continued their travels. Dwalin was sitting on the edge of one of the chairs, his newly-sharpened daggers laid out before him on the table while he cleaned orc guts off of his warhammar. Oin looked to be counting their funds for the journey, just in case a coin or two had slipped away during their merry chase with the orcs.

The two young dwarf princes had split, Kili walking over to the card game in the hopes of joining in on the second round, while Fili walked over to Balin and helped the eldest dwarf in counting his supplies. Thorin's gaze lingered on the eldest of his nephews, his thoughts straying to the future. The exiled king had no illusions about marriage, despite being considered quite handsome in dwarven society, even at his age. He had always been too serious for romance, too intense for the wooing of maids, and spent most of his life taking care for what was left of his people. And now, as he neared the end of his prime, he found himself still disinclined towards romance.

But Fili, his heir and his blood, still had many options in his life. Fili would be the next king of the dwarves of Erebor, and Thorin was confident that Fili would make a great leader. More mature and patient than most dwarven men his age, Fili always made time for each member of the company. Dwarven maids swooned at the sight of him, so Thorin had little to worry about the continuation of their line.

Thorin was proud of Kili as well. The youngest of the two brothers was temperamental and rash, but he was also brave and kind. Kili was too soft-hearted to weigh the lives of soldiers and make the necessary sacrifices that leaders made every day, not like Fili could. But Kili was the type of person which drew others to him with his easy-going nature and unwavering loyalty. Kili would make a great leader too, one day.

_I sound so old_. Thorin mused to himself as he went to take a seat next to Dwalin, his (distant) cousin and oldest friend. They had known each other as children, had learned the path of a warrior together as young squires, and later became inseparable comrades after they lost their home to the dragon Smaug. At one time the two of them had been worse than Kili and Fili, rambunctious and arrogant. Time had mellowed their thoughts and tragedy had hardened their hearts so much that it was always a little bewildering to them when they were faced with naivety.

And on that note...

"Where is our burglar?" Thorin voiced aloud to the company.

There was a pause in the general movement of the room as the dwarves looked around for the little hobbit.

"He ran to the bathhouse." Oin voiced when he finally looked up from the stacks of gold coin he had been sorting. The dwarf chuckled, "It was the first thing he did. Never seen a the little guy move so fast! You'd think an orc was on 'is ass."

"Speaking of baths, we should probably join him." The elderly voice of Balin spoke up. "The elves are expecting us for the dinner, and it would be rude of us to show up as filthy as we are. It would be improper!"

"Who gives a damn what those elves think?" Gloin scoffed.

Balin, despite his old age, was unerringly accurate as he picked up a spoon from his supplies and sent it hurling into Gloin's forehead. The company snickered at the shocked look on Gloin's face. Dwarven society was incredibly strict about respecting one's elders, and it was this ingrained rule that prevented Gloin from picking a fight with the white-haired dwarf. Instead, the burly dwarf kicked the spoon across the floor and muttered angrily.

"We are their guests!" Balin chided the dwarves, glancing particularly at Thorin. "You all are here as representatives of the dwarves of Erebor. Behave like it!"

The rest of the company reluctantly agreed with him, a few of them blushing with guilt. Fili and Kili winced, thinking about the tongue-lashing their mother would have given them if she had witnessed them acting like gits. Even Thorin looked a little chastised.

And so the dwarves of the company tidied the room to the best of their ability before heading out to the bathhouse. Those that were lucky enough to own a change of clothes brought it with them. The bathhouses were located just off of the guest wing, separated but not isolated from the palace. To get there, the dwarves cut through one of the gardens and found themselves standing before a charming cottage-style building. Stucco walls were erected from its sides, and from behind that steam could be seen rising into the sky.

Entering the hut, they came into a changing room. On one wall there was a rack upon which spare robes were hanging, and on the other wall there was several shelves, some empty for them to place their things, and some filled with extra soap and oils. One of the shelves held a pile of child-sized clothing of elven make, although the pocket watch peeking out from under the shirt told them that it was Bilbo's belongings.

"Has the little bugger been sitting in the bathtub this entire time?" Nori asked in amusement, his lips quirking into his signature grin.

Gloin grimaced. "Don't know why he is likes them so much. I hate baths!"

"That's 'cause you never take one!" Kili laughed as he pretended to pinch his nose. A few of the others laughed with him.

"Brat!" Gloin growled, making to swat at the youngest dwarf, but Kili danced out of his reach.

"Alright, alright, that's enough." Balin interrupted, although there was amusement in his eyes. "You lot are never going to get into the water at this rate."

* * *

Bilbo sighed as he finally washed away the last vestiges of dirt and grime from every nook and cranny and fingernail. The elves had built their bathhouses around the natural pools created by small streams which stemmed off from the main river. They used some sort of magic to keep the water continuously heated, although by the end of the first week of travel, Bilbo would have settled for even a bucket of cold water and soap. This, however, was beyond anything he could have imagined.

When Bilbo had first reached the bathhouse, he thought he had died and gone to germaphobic heaven (he might have even drooled at the wide array of soaps that were offered, not that he'd admit it). Bilbo had spent ten whole minutes sniffing and comparing the smells of the soaps and oils before finally settling on a combination of rosemary and mint shampoo (it made his scalp tingle pleasantly!) and hazelnut soap. He poured a citrus-smelling oil into the pool for good measure, and the air was soon filled with a lovely mix of earthy and sharp aromas. Nothing too flowery, but still quite luxurious for the hobbit.

He leaned back on one of the stone benches that had been carved from the white rock walls which lined the pools. The bath itself was large enough to fit near twenty people, its shape irregular due to the fact that it had been created by merging the pools which were naturally made by run-off from the river. Beautiful mosaics had been inlaid into the floor of the baths, small glass pieces of iridescent glass creating the illusion of a school of little fish flickering through the water. Bilbo closed his eyes and nearly fell asleep until-

"CANONBALL!"

_*splash!*_

Bilbo yelped in shock as the warm water sprayed suddenly into his face, jerking upright so fast that his feet nearly slipped out from under him. The peaceful silence was suddenly filled with the harsh, deep voices of the dwarves as they all piled into the bath in one go. Bombur emerged from his jumping into the bath, breaking the surface with a loud guffaw.

"Ya see that laddies?" He yelled over his shoulder. "I dare say that's the largest one I've made yet!"

"Oh yeah? Wait 'til ya see this!" Another dwarf cried from the edge of the pool.

Bilbo looked over to see a _very naked_ Gloin standing proudly in challenge, fists on his hips and posing heroically. The little hobbit felt his cheeks flame and with a whimper, he clapped his hands over his eyes. The waters in the bath sloshed violently as Gloin attempted his own cannonball, the other dwarves cheering him on.

"Well? Who won?" Gloin and Bombur asked their friends.

"Bombur of course!" Fili announced cheerfully. "But that was a valiant effort, sir Gloin."

Bilbo reluctantly peeped through his fingers and gasped, squeezing his eyes shut quickly. _All _of the dwarves were naked! Oh mercy! _Why me? What have I ever done to deserve this?_ He lamented woefully.

"Oi! Whatcha think 'yer doin' Bombur?" Bifur's teasing voice called out to his fat brother. "Get back in the water! Ain't no one wanna see _that_!"

Bilbo could hear Bombur splutter indignantly. "What did you say? You little -come in 'ere so I can drown ye!"

"Bofur! My brother! Save me from this beast!" Bifur cried dramatically, and the water in the pool sloshed again as the dwarves got into a tussle.

"Yer on yer own!" Bofur laughed heartily at his two wrestling brothers. "If ya both die, then I'll become the family favorite!"

"Traitooooooor!"

Amidst all of the commotion Bilbo decided that he couldn't take this anymore. He quickly slipped out of the pool and wrapped a towel around himself quicker than lightning, the towel much larger than himself and engulfing his entire body. He didn't bother to pick up the soaps he had taken out, and instead scampered back into the changing room, leaving the dwarven ruckus behind him.

The hobbit practically jumped into the change of clothes that the elves had provided for him, muttering the lyrics to idle bard songs that he knew of, anything to get the traumatizing image of fat, hairy, _nude _dwarves out of his head. Then the hobbit scrambled back into the palace, and far away from the crazy dwarves.

* * *

She decided not to stay in the guest wing. Wanting to avoid the prying questions of the rest of the company, Leo sought solitude in the gardens. Not the public gardens that were scattered in and around the halls of Imladris palace, but the more private gardens that existed further up the mountains of the valley. The sun was touching the horizon now, casting gold and orange rays upon the gilded city.

Leo loitered in a small garden built upon an outcrop on the mountainside. The only way to reach it was a narrow stairwell hewn from the rock itself. The garden was shaped like a half-circle, its edges lined with jasmine bushes that kept its visitors from stepping off the side of the sheer rock face beyond it, their thick, near wooden vines interlacing into a small wall that came up to her waist. A single lantern hung from a hook attached to the rock wall behind her, casting an eerie, soft blue glow around her.

In the middle of the garden was a small gazebo, just large enough for a few chairs, carved from pale birch with such finesse that at first glance they looked like wrought iron painted white. The gazebo was surrounded by a circle of flower patches, overflowing with blooming bluebells, poppies, and tulips. She took a moment to brush her hand across the flower petals, rubbing the pads of her fingertips gently over their soft, waxy surfaces.

Leo ignored the gazebo in favor of heading towards the wall of jasmine bushes. Their potent scent hung heavy in the air like a cloud of perfume, only growing stronger as she jostled the blooms to make room for her to sit. She nestled into the bush and hung her legs over the edge of the cliff, dangling her feet carelessly. Below her the elven city seemed to unassuming, so peaceful. She could almost forget the enmity she felt towards them.

With a frustrated huff, Leo pulled up a leg so that she could lean on it. She dipped her head so that her forehead touched her knee, the hood of her cloak falling further down her face. A wind picked up from below, carrying with it the sound of elven music.

_Stupid elves._ She thought petulantly. _Stupid elves with their stupid magic and their stupid beauty. _Okay, so it wasn't exactly the best insult she had ever created. In fact, it was probably one of the more pathetic ones. She didn't begrudge the elves for their mistrust of her -it was well-deserved.

The grass in the garden crunched beneath feet.

Leo froze. Someone was here.

She gathered her feet under her and slowly stood up, her movements silent, her cloak hiding her identity. When she turned around, she was surprised to see a young boy loitering in the garden. He had dark chocolate hair, and unlike most elves, it was cropped close to his head. He wore elven clothing, but when he turned his head to look at her, she was further shocked to see his ears were rounded.

_A human child? _Leo pursed her lips in confusion.

The child froze when he saw the cloaked figure haunting the relatively isolated garden. The sun behind had cast the figure into shadow, so that none of its features were distinguishable. His breath hitched. She could smell his fear.

"_Mae g'ovannen_, _hên_." _Why hello, child._ She spoke softly. The boy was clearly surprised when he heard a woman's voice. She tilted her head curiously. _"Who might you be?"_

The boy nervously licked his lips. "Uh... Um..."

Leo stepped through the jasmine bushes that separated them. The boy startled and took a wary step back.

_"Av-'osto?"_ She asked him. _Do you fear me?_

"_Û_!" The boy immediately blurted in denial, then blushed at the obvious lie.

_"There are many people that fear me."_ Leo said quietly._ "Mostly because they find my appearance... unsavory."_

The boy seemed to calm down then, as confusion etched on his features. _"Is that why you are wearing your hood then? So people won't see your face?"_

She dipped her head.

"Oh." He relaxed a little more. then his demeanor changed from that of a frightened child to one of curiosity. _"You... You can show me. I promise I won't run away."_

Beneath her hood, Leo quirked her eyebrow. Now he was coaxing her as if she were a wild animal. Such a strange boy. Most children would not be so brave, or foolish. What is she had been an enemy, luring the child into a false security? _See this is why Gandalf thinks you are overly paranoid_.

_"You are sure?"_

The boy nodded. She sighed, and tossed back the hood of her cloak.

He gasped at the sight of her, his bright grey eyes flickering across her features with a fascinated wonder that only children could attain. Fearlessly (read: foolishly) he stepped closer to her, his eyes glued to her face. Leo nearly jumped in surprise when she saw him move to lift his hand towards her.

_"Can..."_ The boy looked sheepish. _"Can I...?"_

Leo wasn't sure what exactly the boy wanted, but she knelt down next to him anyway. Unexpectedly, he brazenly touched her face, and she was so startled that she jerked back, staring at him with wide eyes.

"Oh." The boy blushed, then apologized. _"Goheno nin, I wasn't thinking!"_

Leo said nothing, but continued to stare at him. When the boy saw that she wasn't going to run away, he lifted his fingers to her cheek again, slowly so as not to surprise her. His fingers trailed up her cheekbone and across her forehead, and Leo realized that the child was tracing the tattoos on her face.

_" Î chent,"_ The boy stared in amazement at her eyes. _"They are gold. I've never seen anything like it."_

Leo did not reply, but she did give him a small smile. When she still had not broken away from him, the boy's hand then went to her hair and pulled the braids forward so that he could inspect the beads and feathers.

_So boldly foolish. He's gonna get himself killed one day._ Leo thought, though her thoughts held no bite.

He held a braid in his hand and rolled his fingers around the bead.

_"It's bone."_ She murmured to him, and the boy jumped a little in surprise. _"It's carved from the horn of an animal that lives on the plains of Harad, far to the south."_ His eyes widened in excitement, so she continued._ "They call it an olifant. It's as tall as a troll, and twice as wide as a horse. It has two large tusks curving upwards from its mouth, and a nose called a 'trunk', which is longer than your arm."_

The boy grinned as he tried to imagine it. Then he picked up another braid, this one with a bright red feather embedded into it.

Leo smiled. _"That is from a large bird called a 'parrot'. They are from the islands in the south."_

_"And this one?"_ The boy held up a braid with a small tooth attached to it.

Leo hesitated._ "That... that is a dragon's tooth."_

His mouth dropped open as he stared at it. _"It's so small."_ He murmured, turning it over in his hands.

_"Yes, it is."_ Leo sighed. _"It was from a very young dragon, barely out of infancy."_

_"Did you kill it?"_ The boy looked almost sympathetic as he gazed at the small tooth.

_"No. She had been my friend."_ Leo whispered. _"But other men did. And I could not save her."_

The boy did not reply for a moment, still staring at the dragon's tooth. He reluctantly let the braid fall from his hands and picked up another one. They continued like that for a few more minutes, the boy picking out one of the trinkets braided into her hair, and Leo explaining its origins or story. As all children were, the boy was not afraid to ask questions that might offend her, often blunt and a little insensitive, but Leo was touched that the boy was even brave enough to speak to her. Most children ran at the sight of her, not that she ever minded it.

Their conversation was cut short when Leo sensed someone walking up the path to the garden. An elven woman appeared, long brown curls falling down her shoulders, garbed in a pale green dress, and a silver circlet upon her head denoting her nobility. The elleth froze when she saw the boy talking to Leo, fear crossing her features.

The boy turned to glance at their visitor and smiled.

_"Aldol Arwen!" _He hailed the elleth, ignorant of the distrustful look on her face.

"_Leithio în_ !" The woman, Arwen, ordered Leo (quite rudely) to let go of the boy.

The boy glanced at Arwen in confusion. _"She's my friend. Why are you mean to her?"_

_"Tolo! Si!" _Arwen ordered him, glancing worriedly at Leo. _Come! Now!_

_"Go." _Leo told him, pushing the boy away. He looked about to protest. _"She worries for you, child. Go."_

_"Wait!" _The boy cried. _"What is your name?"_

She patted his head. _"I am known as Leo."_

_"My name is Estel." _He grinned, and then ran back to the elleth. Arwen snatched the young Estel into her arms and whisked him away, sending a nasty glare over her shoulder.

* * *

**I wasn't sure if I should have included that last half of the chapter. The first half was so light-hearted and funny, and then that last half was so dramatic. Like, which half do you concentrate on? But if I only published the first half of the chapter, it would have been too short.**

**So. Much. Conflict.**

**Ugh.**

**Please review! If you think I should go back and cut the chapter in half, please let me know.**

**~Lilithia**


	8. Chapter 8

**Aaaaand I'm back. Still trying to update my other stories, but this one is the easiest to write at the moment. Hope you all enjoy.**

**DISCLAIMER: I GUARANTEE YOU THAT I AM NOT TOKIEN. (Unfortunately)**

* * *

When the dwarven company had returned to their quarters, wearing the extra robes that had been provided at the bathhouses while their clothing was washed and dried, they were glad to see that the elves had also delivered a change of clothing for each of the drwarves in their room. The tunics and pants were all a little too long, and more than a few dwarves were too wide, but it was better than the uncomfortable and flimsy robes that they had taken from the bathhouse.

An elven maid stopped by to ask if there was anything else that could be provided for the company, and then left to inform the kitchens that their guests would be ready for dinner soon. While the rest of the dwarves waited for the announcement of the feast, Thorin slipped out and went to search for the missing member of their company. He had absolutely no idea where to start, so he simply wondered the palace for a time, a determined expression on his face so that the local elves would stop bothering him and asking if he needed directions. However, after ten minutes of wandering and not finding the frustrating woman, he relented and stopped one of the palace servants. As a veteran of noble society himself, Thorin was well aware that the servants knew everything about everyone, and kept tabs on every person in the palace.

He waved down a young elleth who had been tending to the bouquets in the vases that lined the hallways at regular intervals. She answered his inquiry by simply pointing up at the mountain which loomed over the rear end of the palace, explaining to him that she had been observed making her way to the higher gardens. Thorin was slightly disturbed by the way she used the word 'observed'. Everything had a double meaning in court:

The elves were spying on Leo.

He couldn't help but be paranoid that they were spying on him and the other dwarves as well. Thorin had long ago learned that the pretty faces of elves were nothing more than well-kept masks, lulling one into a false sense of security. Underneath their care-free persona were cunning and ruthlessness, honed by centuries of playing mortal men for fools.

Thorin dismissed the elven maid offhandedly, but waited until she was out of sight before making his way to the mountain path, constantly looking over his shoulder in case someone was following him. 'Better to be paranoid than to be dead', as his grandfather used to say.

He was saved the troubled of climbing the mountain when he recognized the hooded figure descending its stone steps. Thorin approached her confidently, meeting her feline gaze which penetrated the darkness of her hood.

"Ah, the stunted king." She drawled with dry humor.

Thorin bristled. "I told you, I am Thorin, King Under the Mou -"

"Yeah, yeah, the mighty king under the hill and whatnot." Leo waved her hand dismissively, and Thorin very briefly considered if the elves would appreciate him decapitating her on their grounds. Then he remembered that he had left all of his weapons in the guest rooms save for the hunting knife stashed in his belt, and scowled inwardly.

Leo seemed to read this in his expression and stifled a giggle. "I am suppose you are here to talk about the circumstances of our arrival, no?" She asked once she regained control of her amusement.

"Aye, that would be a good place to start." Thorin nodded as his demeanor became business-like.

Leo hummed and gestured for him to follow her as they walked and talked. "You may ask your questions, little king, but beware that I am not required to answer everything." Thorin shot her a suspicious glance, to which she merely told him, "We all have our secrets, dwarf. Now get to the questions before I change my mind."

Thorin huffed at that. As if he'd let her walk away in the middle of his interrogation!

"Then I suppose I shall start with the most obvious one." The dwarf king began, "Why did Lord Elrond react the way he did when he saw you?"

He heard Leo sigh and was surprised when she moved to pull down her hood. Thorin watched as she traced a finger along the ink that marred her face, the woman not needing a mirror to follow the lines which she had memorized long ago.

"He sensed my magic first," Leo began, "But he did not know what I was until he saw these tattoos."

"They have meaning, I take it?" Thorin questioned.

Leo nodded. "How I came by them is a story better suited when we are no longer within elven lands, though I prefer not to think about it at all. Regardless, these markings are a symbol of my people. And the elves are not exactly fond of my kind."

"And why is that?"

She sighed. "There is a saying among the peoples of Harad. A rough translation into the common tongue would be, 'It only takes one bad grape to ruin the wine'."

Thorin shot her an annoyed expression. "You are speaking in riddles like that blasted wizard. Just spit it out already."

Leo looked offended at the thought of being compared to Gandalf.

"I, personally, have never actually tried to harm Lord Elrond or his subjects. However there are those of my race that have sided with the Dark One, and their actions have soiled the reputation of our people. And since the rest of my kind tend not to socialize with other races, the corrupted are the ones who set the example to the outside world."

She paused, trying to word her explanation better. "A less complicated metaphor would be of the Maia. Most of the common people to not study the ancient lore, however all are familiar with the name of Sauron. Though there are many more good Maia, they are not nearly as infamous as the Dark One, because they have not directly effected the lives of mortals."

Crossing his arms, Thorin paused as he thought over her words. "I see," He finally spoke slowly, "The elves do not trust you or others of your kind due to the actions of a few. It is not a fair judgement, but an unfortunate side-effect of their experiences."

"Not so unlike you hatred of all things elven, no?" Leo asked him with a wry twinkle in her eyes. A scowl returned to Thorin's face. "Do not deny it so," Leo chuckled at the dwarf king. "The elves of Imladris have treated you and your kin as if you were a royal embassy, not some dirt-covered band of vagrants. For one who has lived a life of shame and exile, is their hospitality truly so meaningless to you?"

Guilt very briefly crossed his mind before it was replaced by indignant anger. "Do not scold me like a child, woman! You know nothing about me!"

Leo rolled her eyes at that, their conversation coming to a halt as a bell sounded throughout the valley. Its resonance was light but full-bodied, and Leo was amuse to note that even its tone was in tune. The elves truly were a race of perfectionists.

"That would be the signal for dinner, stunted king." Leo said as she brushed past the dwarf. "I suppose we should be going, seeing as you _are _the guest of honor."

Thorin followed her with a mutter, Leo catching some very choice words among his vocabulary and inwardly congratulated herself. That dwarf king made it almost too easy to set his poor temper off in a tizzy. Thorin soon caught up to her and then passed her so that he led the way to the feast room. Leo rolled her eyes again. _Testosterone._ Honestly, men were the same no matter what species.

* * *

The elves held their welcome feast on one of the royal balconies, overlooking the whole of Imladris Valley. A low table was set in the middle of the room, plush cotton cushions set around it in place of chairs. The table was set with plates made of white glass and then painted with vines and flowers twining along the edges, goblets were wrought from thin, delicate silver, and the food was served on large platters set in the middle of the table settings for the guests to feast upon.

Off to the side was a small instrumental quartet, consisting of a flutist, two lyres, and a harpist. The music that they played were of the soothing, cool tones of the Romantic movement. The music would have been lovely to any of the elves, however the dwarven company found the songs rather dreary.

Lord Elrond sat at the head of the table with Gandalf sitting directly on his right. The two were in the midst of a hushed conversation taking place in Sindarin, when the Thorin and Leo walked in. Thorin strode in confidently and took his place at an open seat to Elrond's left. Leo, however, hesitated at the doorway, resisting the urge to raise the hood of her cloak over her head.

Elrond and the rest of the elves paused at her presence.

Eventually their tense quiet alerted the rest of the dwarves to her position at the archway. Leo's attention stayed fixed upon the elves, awaiting their decision. Gandalf, however, ignored their obvious and rather curious dislike of the woman.

"Ah, Lady Leo!" Gandalf greeted her heartily, happily breaking the anxious atmosphere. "Come in and join us! You are no doubt as famished as the rest of us, I'm sure."

Even the dwarves paused at her entrance, mostly staring at her with thinly veiled suspicion and morbid curiosity, most of them still bewildered by her appearance. Leo had not actually socialized with the dwarves before, as she had only joined their company two days ago, just after their encounter with the trolls. For the first day she had joined them, she had been mostly unconscious and injured. On the second day, she had been quiet and made no move to speak to anyone. When they had traveled, Leo had preferred to linger at the back of the line, away from the others. And then this morning, they had encountered the orc pack, which had prevented any kind of socializing save for introducing their blades to warg guts.

Now that she thought about it, most of these dwarves have probably have not seen her face more than two or three times. Leo almost always kept her hood over her head to hide her markings and other oddities.

She glanced around the table for a place to sit. To her amusement, Bilbo nearly knocked over Nori as he made the dwarf to scoot over with surprising force in order to make room for the woman. The dwarf grumbled as he shifted, a few of the younger dwarves snickering at the scene. Bilbo watched Leo enter the room and noted the tenseness of her shoulders as she passed the elves, sitting in a position where she could see each of them out of the corner of her eyes and in which none of them were at her back.

It was a strange observation for the hobbit, who had only ever heard praises for the kindness and generosity of the elves. He had always imagined them as beings of light, and so their shunning of Leo bewildered him. Sure she was a little odd-looking, far from what society would consider beauty with those piercings and tattoos and all, but he would have thought the elves could look past that. Then again, as Bilbo pondered this, he was sure the crux of the matter was more than skin-deep. No doubt the elves had justifications for their treatment of Leo, in their own eyes at least. Bilbo had a hard time believing that Leo was evil enough to warrant the hatred of a race which was famed for their wisdom and compassion. Leo was not kind, nor giving, and definitely rough around the edges, but she was not cruel.

Lord Elrond eyed the woman for a few minutes longer than was strictly necessary, and so Leo met his gaze defiantly. She knew that his people had been spying on her from the moment she had stepped foot in the palace, and had no illusions of hospitality from them. It was only by the grace of Gandalf that she was even allowed within their halls.

Finally, Elrond looked away and resumed his conversation with Gandalf, eventually including Thorin in their talk as the subject turned to the weapons that they had acquired from the troll cave. Leo tuned them out as Bilbo tugged on her sleeve. She turned to the hobbit, raising an eyebrow in question.

"S-so," Bilbo began a little awkwardly, self-conscious in the presence of the dwarves, "Erm, where did you disappear to, after we left the hall?"

"You mean when you went tearing off to find the bathes as if your life depended on it?" Leo asked him wryly.

The hobbit blushed, and those dwarves who were nearby to overhear their conversation chuckled.

Leo glanced down at the table, noting the wide array of salads and the looks of bewilderment on the dwarves. Obviously no one had informed the shorter race that elves were quite famously vegetarian. A political faux pas that was an oddity for an elf as long-lived as Lord Elrond, and one that Thorin would do well to remember.

"To answer you question, I was wandering." Leo answered Bilbo.

"Wandering where?"

The woman gave him a cheshire smile. "Here and there."

"Where specifically?" Bilbo asked her, showing much more patience conversing with her than Thorin had.

"A little bit of everywhere." Leo smiled deviously. To her right, Balin snorted and took sip of the wine to hide his smirk while Bilbo visibly pouted.

Her attention was drawn elsewhere as the dwarves bemoaned the lack of meat in their dinners.

"I don't like green food." Ori stated petulantly as he poked a cabbage leaf with his fingers.

"Where's the meat?" Dwalin demanded under his breath in disgust.

Ori glanced down the table for something other than vegetation. "Have they got any chips?"

Leo hid her amusement by reaching over the table and grabbing one of the more appetizing plates offered by the elves: a bowl of berries. She placed the bowl between herself and Bilbo, sending him a small wink. He gave her a small smile before reaching to grab a couple berries and pop them into his mouth. They shared the little fruits silently, knowing that the dwarves would probably steal the berries from them if they were to notice.

When she noticed the youngest dwarf, Kili, flirting with on of the elven musicians, Leo nudged Bilbo. The hobbit turned his attention to where her gaze lay, and they shared amusement in watching Kili flaunt himself. The young dwarf's mischievous expression was wiped away when Dwalin gave him a very _un_amused look.

Kili coughed in embarrassment. "Er, can't say I really fancy elf-maids myself." He tried to cover his actions. "Too thin. They're all high cheekbones and creamy skin..."

Bilbo snickered beside her.

Kili caught sight of one of the other elven musicians and his eyes lit up with interest. "That one there is not bad..."

Leo's attention shifted when she felt Gandalf's mind briefly touch hers. _I know you have no love for the elves, but do try to enjoy yourself while we're here._

_'At least the dwarves keep things interesting.' _She told him, knowing that he was also watching Kili make a fool of himself.

She could hear his chuckling in her head. _Yes, they certainly are a lively lot.'_

_'By the Valar, Kili acts like a depraved boy who just discovered his hormones! He's jumping at every pretty thing that catches his fancy!'_ Leo snorted. She glanced at the elf which Kili had been talking about and nearly choked on her drink. '_I'm gonna tell him.'_

_Don't you dare. _ Gandalf warned her good-naturedly.

However, it seemed Dwalin beat her to it.

"That's not an elf-maid." The old dwarven warrior deadpanned at Kili, suppressing the glimmer of laughter in his eyes.

Kili suddenly looked very distressed and slightly nauseous.

The company broke into guffaws of laughter. Even Bilbo joined in, his lighter snickering being heard above the deeper laughter of the dwarves. Leo glanced down the table and smirked at Gandalf.

"I wouldn't bother, laddie." Balin's voice turned Leo's attention to him and Bilbo. The hobbit was staring at his blade under the table. Ah, the hobbit must have been eavesdropping on the conversation between Elrond, Gandalf, and Thorin, where the elven king was informing them about their newly acquired weapons. "Swords are named for the great deeds they do in war."

"What are you saying?" Bilbo asked him. "My sword hasn't seen battle?"

_'Sword? That thing is a letter opener.' _Leo thought to herself.

"I'm not actually sure that _is_ a sword." Balin replied. "More of a letter opener, isn't it?"

_'Ha!'_ Leo mentally cheered, patting Bilbo on the head at the put-out expression on the hobbit's face.

"Don't worry Bilbo." She told him when he turned to look up at her, smiling cheerfully down at him. "Perhaps _you_ can earn your blade a name. We are on a quest after all. Danger and adventure await, or something like that. We've already escaped three trolls and an orc pack. No doubt more misfortune shall befall us! Quite exciting, no?"

The horrified look on Bilbo's face was priceless.

"B-But!" Bilbo glanced between his 'letter-opener' and her mischievous gaze. "I'm not -! I mean -!"

Leo tousled his hair in response, and the hobbit ducked away from her hand, scowling as he attempted to smooth his curls back down. "Of course, before your blade can earn a title, one must be able to wield it. When we are back on the road, I shall begin your lessons."

She turned back to her food while Bilbo was left gaping at her. "But - Wait - No I never agreed to - what?"

Balin continued to smile at the hobbit in elderly amusement.

Noticing movement from the corner of her eye, Leo watched as the ever-scowling Thorin walked out of the room. It surprised her that none of the other dwarves noticed his departure, although she was more surprised that the dwarf king had not left in a big huff, as he was wont to do. Leo's ears twitched beneath her hair, and she easily was able to listen in on the conversation between Gandalf and Lord Elrond, to see what had set the king off.

"...Thirteen dwarves, a halfling and _her_." Elrond muttered to the wizard. Well, at least she had earned a gender now; before she had been referred to as an 'it'. "Strange traveling companions, Gandalf."

The elf king sounded like he was scolding Gandalf already, and the wizard had yet to reveal to Elrond the reason of their quest.

"These are the descendants of the House of Durin!" Gandalf praised the dwarves. "They're noble -"

_'Seriously Gandalf? Nori just nicked a goblet! And I don't mean denting it. ' _She told him in mind-speech. But Gandalf ignored her and continued on.

"- surprisingly conscientious -"

_'You can't honestly think that the Lord of the Receding Hairline believes a word of that bullsh-'_

"- they have a deep love of the arts -"

_'-Um, what?! The only art they know is one that involves a hammer and anvil! Gandalf! Are you listening to the shit coming outta your mouth?'_

"I feel like I'm at a funeral." Nori muttered from beside her, drawing Leo's attention back to the dwarves.

Across the table, Oin's eyes widened and he held his horn to his bad ear. "Did somebody die?" He asked rather loudly, obviously mishearing what Nori had just said. Leo resisted the urge to slap her hand over her face. Both Leo and Gandalf cut off their mental link as Bofur suddenly climbed onto the table.

'_Oh this is gonna be good_.' She glanced up at the head table to see Gandalf staring at the dwarf with trepidation. _'This is gonna be very good.'_

Apparently, breaking out into song at meals was a thing in dwarven culture. That, or somehow Leo had signed up with a company of traveling performers, not quest-takers. Normally she would have found it annoying, however she took sadistic pleasure in the aghast expressions of the elves, Elrond in particular, as they watched the musical number in mute horror.

They were singing a _tavern song_. In the middle of an elven _dining room_. The dwarves weren't even censoring the lyrics! Lewd words and raucous laughter accompanied a certain song about a feisty tavern wench, and Leo was sure the elves were starting to turn red at the tips of their ears. Very good indeed. Even Bilbo was smiling, despite the blush on his face (he probably had never even been in a tavern before, innocent dear that he was). She had to admit though, Bofur had a great singing voice, despite the lyrics.

At some point a dwarf threw something at Bofur when the dwarf sang a particularly raunchy line, and suddenly the entire table of dwarves broke into a food fight. _In the middle of an elven dining room_. Leo couldn't help but snicker evilly at the disgusted expressions upon the faces of the haughty elves.

In hindsight, it could have gone worse.

* * *

Leo followed the dwarves back to the guest rooms, feeling much less tense after the entertainment at the feast. She no longer felt like the elves were going to kick her out at any moment, although she was still aware of every shadow that flickered in the hallways. Thankfully, the spies that Elrond had paced upon her seemed to have backed off, as she could no longer sense them watching her. It did not mean that there was no one nearby, however they had certainly stopped glaring holes into her back.

She was pulled from her musings as Bilbo tugged on her sleeve. Leo glanced down and gave him a blank stare. "Hm?"

"Um," Bilbo looked sheepish, "I wanted to explore the castle. I know you've already wandered around a bit, so I was hoping you would come with?"

Leo blinked owlishly. "Bilbo, I have not exactly been given free reign to move about the palace as I please. You may be a guest here, but I am a prisoner."

"Huh?" The hobbit gave her a startled look. "What do you mean? When?"

"The moment I stepped foot within the castle I have been watched." Leo explained to him as if she were talking about the weather. "Even as we speak, there are eyes hidden within the shadows."

Bilbo glanced around as if he expected an elf to appear before them.

"Although, they have become quite an annoyance." Leo murmured to herself, tapping her chin thoughtfully. "I suppose we could give them the slip."

Before Bilbo could ask what she meant, he found himself swept into her arms. Leo sent a particularly scathing look out of one of the windows, seemingly aware of the location of her stalkers, and then there was darkness. Bilbo blinked as he felt a weird tingle run down his skin and felt dizzy.

The feeling passed, and Bilbo realized that they were standing in a completely different section of the palace. The corridors were unlit, and seemed to be abandoned. The air was stale here, despite the open windows and cool breeze which passed through.

"Wha-" Bilbo shook his head to rid himself of the fuzzy feeling between his ears. "How did you do that?"

"Oh the usual. Magic." Leo answered off-handedly as she set him down. "Now lead the way, little adventurer!"

"I'm not an adventurer!" Bilbo was appalled, shuddering at the thought.

Leo snorted. "Says the first hobbit to venture outside of the Shire for generations."

"How do you know?" Bilbo asked her petulantly.

The woman lifted her eyebrows at him, the tattoos on her face appearing to writhe in the low lighting. "Hun, I traveled to the Shire for the meeting, remember? Your fellow hobbits hardly ventured further than the local market."

"You have a point." Bilbo grumbled as he began to meander down the corridor. He poked his head into every nook and cranny, sniffing the jasmine vines that crawled up the pillars and humming delightfully as he stared at the paintings which hung upon the walls. All the while Leo strolled behind him, watching the hobbit run back and forth through the unused wing of the Imladris palace.

A peaceful hush fell around them, as if accompanying the mist which rose to blanket the valley in the night. The moon shone brightly in the magical valley, lighting up the gardens so that the hobbit and woman easily navigated their winding pathways. Crickets and frogs sung their symphony, broken by the occasional bird which had not retired with the sun. They came to a high patio which overlooked one of Rivendell's canals, the streams feeding off of the main river to bring water to the rest of the town, and the two began to follow it, walking along the shadowy sidewalks.

And through the quiet, they heard voices.

Bilbo sent Leo an alarmed look, and she calmly beckoned him to follow her. She stepped into a shadowy corner of the path, her cloak seemingly darkening to match the shades of shadow. Her arm lifted the fabric, and Bilbo scampered over to her, pressing himself against her leg. Leo dropped her cloak and the fabric closed in around him, camouflaging them both.

"...I know what I'm doing..." Gandalf's voice reached their ears.

"Do you?" Lord Elrond opposed the wizard. "That dragon has slept for sixty years. What will happen if your plan should fail? Should you wake that beast?"

Leo and Bilbo finally caught a glimpse of the two men as they exited one of the halls below them, just above the canal, and began to walk across a bridge.

"What if we succeed?" Gandalf protested, as he tried to explain to Elrond the importance of regaining the mountain. "Our defenses in the east would be strengthened!"

Leo looked down when she felt Bilbo touch her thigh.

"Leo, what is he talking about?" He asked her warily. "Defenses in the east?"

Of course Gandalf would fail to mention the larger picture. Poor little hobbit had no idea what he truly signed up for. Leo made a mental note to speak to Gandalf about this.

"There are greater enemies in this world than a mere dragon, hobbit." Leo informed him under her breath. "A darker force rises in the east, one that even the elves and the istari fear."

Bilbo paled. "W-Who?"

"We do not speak his name." Was her only answer.

Leo turned away from him as she spotted another moving in the shadows. Thorin lingered underneath one of the arches, watching and listening to the elf king and the wizard with a stony gaze. She knew that he was measuring their words, suspicious of Elrond, definitely, but also waiting to see what Gandalf's motives were. He was yet unaware of their presence, staring only at the two men who held the fate of his quest in their hands.

"...the throne of Erebor is Thorin's birthright." Gandalf continued to implore Elrond. "What is it that you fear?"

"Have you forgotten?" Elrond nearly hissed. "A strain of madness runs deep in that family-"

_'What?'_ Leo glanced back at Thorin and noticed him tensing at Elrond's words.

"- his grandfather lost his mind, his father succumbed to the same sickness..." Elrond continued, unaware of the weight of his words for the dwarf king. "Can you swear that Thorin Oakinshield will not also fall?"

For the first time, Leo found herself sympathizing for Thorin as he looked down at his feet, clenching his hands. The look on his face told her that he was not entirely sure himself, the lines on his face etched with doubt and self-deprecation. Not that she'd ever admit to feeling sorry for the arrogant dwarf.

She felt the hobbit shift against her, and glanced down to see him watching the dwarf king as well.

"...these plans of yours are dangerous, Gandalf..." And then they were gone, disappearing into another corridor of the palace, and their conversation with them.

For a moment, all three of the silent watchers were still. Leo was contemplative, Bilbo was frozen as he stared at the dwarven king, and Thorin himself looked quite distressed. When Leo shifted to exit the shadows that she and the hobbit had been hiding in, Thorin jumped and whirled around.

"Who goes there?" He demanded, angry that someone had dared sneak up behind him.

"Relax, oh stunted one." Leo said in a calm voice, her cloak appearing to shake off the shadows as it rippled with her movements.

Thorin narrowed his eyes. "Were you spying on -" His eyes widened when none other than that troublesome hobbit poked his head out of the opening of her cloak near her legs.

"Oh, er, hello." Bilbo stammered at the dwarf's hard gaze, fighting the blush that threatened his cheeks.

"I assure you, king under the hill -"

"_Mountain_!"

"-that we had no intention of stumbling upon you or conversation below us." Leo told him as she pulled back her cloak to allow Bilbo to leave its confines.

Thorin glared at her and crossed his arms, although the intimidation factor was lost on her. If only he was taller.

"Interesting conversation, no?" Leo questioned him, lifting a brow.

"That wizard is using us." Thorin growled, glaring in the direction that the elf king and wizard had exited. Bilbo stared at him warily, expecting the dwarf king to blame him for merely being there.

Leo scoffed. "They are immortals. Every action that they make is with a long-term plan in mind."

"And you would know?" Thorin challenged her.

Leo sighed at his impertinence. "Gandalf is an istari, little king. He serves a far greater master than you or I. The Valar influence the world through him and his kin. So of course, everything he does is for a reason."

Although he would never admit it, Thorin supposed that the odd woman did have a valid point.

"You did notice that Gandalf referred to Erebor as a defense against the east, no?" Leo tilted her head and stared at him with those unnerving eyes of hers, the dark irises glinting gold for a moment.

Thorin paused at her words. "What is he expecting?" He asked (read: demanded) of her.

"More like, '_who' _is he expecting." Leo corrected him, turning to face him with a dangerous light in her eyes. She gently pushed Bilbo towards the gardens, intending to head back to the guest wing.

"Who?" Thorin furrowed his brows in thought.

"As I said to Bilbo," Leo said, sending a knowing look at him over her shoulder as she followed the nervous hobbit, "There are worse enemies than a dragon."

* * *

Returning to the guest quarters, both Bilbo and Leo were slightly alarmed as a distressed elven servant burst forth from the doors just as they were about to enter, the poor elf looking quite traumatized and not even glancing at them as he scuttled down the hallway. Leo and Bilbo sent each other confused glances before they pushed open the doors into the guest rooms, wondering what in the name of the Valar those dwarves had gotten up to while they had been gone.

The sight that greeted them suddenly explained the fleeing elven servant.

Apparently, the dwarves were still famished after using their food as ammunition during the earlier feast and not as sustenance. The room was filled with bread, as it was the only thing in the elven kitchens that was not grown on a plant (excluding the wheat factor). Piles of breads, rolls, buns, and pastries were loaded onto the two tables within the sitting room of the guest quarters. The dwarves were clearly quite drunk, as several wine bottles were scattered around the room.

And the all the while, the dwarves were naming various meat dishes. That poor elf and his poor pointy ears.

"Venison cooked in a red wine sauce." Oin lamented hungrily.

"Pig intestine stew!" Ori piped up.

"Fresh lamb served on a bed of mashed potatoes." Fili moaned.

"Pork cutlets with mushroom gravy..." Dwalin sighed, rubbing his stomach.

"My mother's famous honey chicken wings." Bofur and his brothers all three moaned at the thought.

"Poached duck eggs!" Bombur added, spewing pieces of bread from his mouth.

Leo grimaced at the sight of the portly dwarf. He was stuffing four rolls into his mouth at a time, as if he expected them to run away at any moment. It wasn't pretty.

"I'm tired of bread!" Gloin growled, throwing a bun across the room. "Why don't we go huntin' for ourselves?"

"And where we gonna do that?" Oin grumbled. "The only thing I've seen 'round 'ere are birds and bunnies!"

"I do believe I have a recipe or two for grilled rabbit..." Ori said thoughtfully, tapping his chin in thought.

Leo gave a loud sigh, catching the attention of the dwarves. They all looked at her, ignoring poor Bilbo completely. "I hate to burst your bubble, master dwarf," Leo told Ori blandly, "But those are pets to the elves."

"Whattya mean 'pets'?!" Gloin gasped, appalled. "Ye mean they keep them things fer fun?"

The rest of the dwarves seemed just as scandalized. Nori hiccuped in surprise, detaching a wine bottle from his lips. Gloin and Dwalin glanced thoughtfully at each other, before shooting her sly looks.

"Surely those elves wouldn't noticed a few rabbits missing?" Dwalin asked, his deep voice slightly hopeful.

Balin hit him over the head. "Knowing yer luck, you'd kill some little elleth's favorite bunny!"

Leo leaned down to Bilbo. "You should probably lock your door tonight." She advised him bemusedly. "They are quite inebriated."

The little hobbit nodded and quickly skittered out of the room, none of the tipsy dwarves noticing his quiet movements. The dwarves returned to their worship of meat - "Roasted pig feet!" "Steak! Glorious steak!" - and their imbibing of wine. Only the wizened eyes of Balin noticed Leo slip out of the windows.

The dwarves spent another half hour going strong, the elven wine not nearly strong enough to make them pass out. They had moved on from meat and had begun naming their favorite dwarven delicacies. The younger dwarves had pulled out a pack of cards at some point and began gambling both their money and clothing. Balin chuckled as he remembered his own days as a young warrior, puffing idly on his pipe.

Suddenly something large and fleshy slammed into the floor by the window.

The dwarves all yelped and jumped back, drunkenly scrambling for their weapons.

"What the hell is -"

They all stared at the dead deer that had seemingly flown through the window. A hand appeared on the ledge and they all tensed. A hooded figure pulled themselves up onto the ledge and jumped into the room.

Leo threw the hood of her cloak back with a feral gleam in her eyes, a smirk on her lips. She held up an unopened wine bottle. "Anyone up for some venison?"

* * *

**Leo, meat smuggling extraordinaire!**

**Please leave a review! Show the author some love...**

**~Lilithia**


	9. Chapter 9

**Standard disclaimer. I only own my really weird character.**

**Although I wish I owned Bilbo. *squeezes hobbit plushie***

**Such a cutie.**

* * *

It was an unfortunate fact that Leo was hopelessly nosy.

The dwarves of the company had gladly cut, skinned, and seared the deer that she had brought to them, and had gorged themselves on meat and wine into the late night. They drank themselves to sleep, and had fallen asleep altogether in a heap upon the floor of the sitting room, the guest bedrooms of the Imladris palace remaining unused, save for Bilbo.

However, Balin seemed to have further business to attend to.

Brown eyes followed him as he finished smoking his pipe and slipped out of the chamber, and being the little rogue that she was, she followed him. Shadow to shadow she dogged his steps, the elderly dwarf none-the-wiser. She leapt into the rooftops and crouched low above a small grove where Balin and Thorin were meeting with Gandalf and Elrond.

She really didn't pay attention to most of what they were saying. Contrary to what Thorin believed, not many people actually cared about his little 'quest'. Leo was not interested in what the runes said, so when they walked up to some waterfall-crystal-pedestal-thing (_soooo cheesy_) she let them go do their own thing. She had more important information to acquire.

Such as _'Why the hell do I feel two gigantic magical signatures entering Imladris?'_

After the two dwarves were dismissed and Elrond began lecturing Gandalf on something or other, the two older men walked into out onto a small patio that over looked the valley. Then her question was answered when two more guests revealed themselves.

_'Oh... Oh my.'_

Leo was not familiar with elves. She preferred not to interact with them at all, and since she had left the north for the lands of Harad so many years ago, she had not given them any thought. But this one was quite possibly the most beautiful creature she had ever seen in her entire life.

"Lady Galadriel!" Gandalf greeted the lady with gladness and slight awe.

The elven woman graced him with a gentle smile. Galadriel's aura was ancient, and she was overflowing with the type of wild magic that the earth had not seen since the beginning of life itself. Beautiful curls woven from starlight fell like a waterfall down her back, rippling with each movement and not a hair out of place, her dress seemed to be wrought from the finest of silks, seemingly translucent. Her eyes were filled with gentle wisdom, and her aura was pure and lovely, filling the air around her with light. If there was one elf that Leo could not bring herself to hate, it was this one. She was in awe.

And then another istari entered the room.

Leo hissed and drew back into the shadows. Her mind withdrew into itself, just in case either of the wizards checked the area for eavesdroppers. The shadows lengthened around her, and she drew them to her, deepening the darkness that hid her perch behind a rooftop.

"Saruman." She heard Gandalf greet him.

Her instincts were screaming. She could _feel_ his magic, and it was disgusting. It was oily, slippery, corrupted. She could feel the darkness in it, tainting what had once been light. The magic that coiled within him was not his own, and she was very familiar with _that one_. She could never forget the taste of it, that dark power that had destroyed her people so easily, so savagely.

_'What is he doing here, touched by the Dark One as he is?' _Leo felt her mind reeling, gripping the roof tiles as nausea swept over her. _'How do they not realize? It fills the air, tainting, sickening, retched-'_

Leo squeezed her eyes shut. She was panicking. She had to get herself under control. Obviously, these people did not realize the traitor in their midst. But what could she do? Did she dare tell Gandalf? Would he believe her?

"...a hard-won, watchful peace..." Elrond's lecturing voice drifted up to her ears.

"Are we? Are we at peace?" Gandalf challenged him. "Trolls have come down from the mountains..."

Leo narrowed her eyes as Gandalf spoke of the shadows which stretched across Middle Earth. Trolls, orcs, disease in the magical forests of the Greenwoods, spiders of a dark mutation...

"There is something at work, beyond the evil of Smaug." Gandalf said solemnly, and she felt shivers crawl along her spine. "Something far more powerful."

Her nails grew long and bit into the tiles of the roof, chipping them slightly. Leo grit her teeth to bite back her urge to growl. Damn that wizard! He had hinted at the darkness rising, but never would she have imagined that things were this bad! The Dark One had taken thousands years before he had made his first move in the War of the Alliance. He had planned for centuries upon centuries, waiting quietly in the shadows, moving all of the necessary pawns into place without anyone being the wiser. But now - now he was awakening, and this time he was not content to wait at all. The Dark One was rising at a near exponential rate compared to his last invasion.

She should never have come.

"...they speak of a necromancer, living in Dol-Gondur." She froze upon hearing Gandalf's statement, the breath leaving her body. "A sorcerer whom summons the dead."

_'Oh fuck.'_

The Necromancer. A power long thought dead. Locked away after the fall of his master, by his own brethren whom he had betrayed. Another race of powerful beings who had been annihilated by the Dark One.

"...The Witch King, Angmar." Galadriel's bell-like voice resonated with trepidation.

Who wasn't really a king, Leo would have liked to add. And the witches would have been extremely pissed off that he was referred to as such. But that was another story.

"Let us examine what we know." Saruman's slimy voices grated her ears. Leo hissed under her breath.

The two istari were facing off, their faces polite, but Leo could feel their magic roiling against one another, pushing against each other in a battle of wills.

_"The dwarves are leaving, my lady."_

Leo gasped and nearly fell off of her perch on the rooftops as Galadriel's voice chimed within her head.

She could feel the amusement resonating through the connection.

_'You!' _Leo balked. _'You - you knew I was here? But- why?'_

_"So that you could understand the severity of this threat. So that you realize that you can no longer hide from it." _Galadriel told her.

Leo fought the urge to feel guilty.

_"Go now, before Saruman turns his attention from Gandalf."_

_'I - ' _ Leo hesitated. _'Thank you._

Gritting her teeth, Leo narrowed her eyes and the shadows shifted. She sunk into them, a warm liquid feeling encasing her skin briefly as she left. She couldn't stay. That man, Saruman, with the power of _that one_ within him - he might be able to sense her, if he bothered to look. She couldn't let him know of her existence. He could not know that there had been survivors...

* * *

The dwarves had risen early and made their way to the edge of the valley. Bilbo stuck close to the twins, the only ones who were remotely nice to him of all the dwarves in the company. The three of them were lagging behind, much to Thorin's frustration. When neither Gandalf nor Leo had shown up by the time they had crested the valley's edge, the three younger members of the company were becoming rather anxious. And while Fili and Kili were able to keep a calm head despite this, Bilbo was fretting quite so.

"Who was the last person to see her last night?" Bilbo questioned them.

Both Fili and Kili shrugged in unison.

"We dunno. We were all piss drunk last night." Kili told him.

Fili nodded in agreement. "We all passed out about the same time."

Bilbo made a low whine in the back of his throat and anxiously tugged on the buttons of his coat. Up ahead, the rest of the dwarves traveled blissfully onwards. Bilbo wondered if any of them had noticed the absence of their female companion. How could they not? She was a rather unique individual. The world always seemed a bit more... colorful... with her around, now that Bilbo thought about it. She had such a unique way of viewing the world around them. And she made him feel special.

As the group stepped foot beyond the valley walls, Bilbo paused and looked back.

"Looking back at the beginning of a journey is bad luck, you know."

Bilbo's yelp of surprise became caught in his throat and he ended up hiccuping rather violently. The hobbit swung around and saw her standing in a deep shadow cast by the walls of the mountains which stood on either side of the path leading out of Imladris. She took a step forward to pat his head, and Bilbo could have sworn that her cloak emerged from the shadows as she did, as if it had been one with the shadows and she had torn it asunder.

"Wha- Where did you come from?" Bilbo demanded, his heart still beating erratically in his chest. He pointed an accusing finger at her. "You were not there a moment ago! I was looking straight forward!"

Leo's eyes twinkled like fresh coffee on a Sunday afternoon, crinkling into little crescent shapes while the edges of her lips twitched ever so slightly. "Ah, little hobbit. It appears I overslept."

"Liar." Bilbo pouted, unconsciously sticking his bottom lip out slightly.

"We should catch up with the rest of them, don't you think?" Leo gestured towards the valley pass, the dwarven company steadily drawing away from them.

"What about Gandalf?" Bilbo asked as he allowed Leo to usher him down the pass.

Leo hummed noncommittally as she pulled her hood over her head and face, turning to face the wilds. "Never expect a wizard for anything, little one. They will show up exactly when they mean to."

Bilbo fell silent and walked next to her. His eyes strayed towards her feet, knee-high boots with worn soles striding confidently down the pathway as if it were the corridors of Rivendell, and not a muddy road in the middle of the wilderness. Bilbo had to pump his legs twice as much in order to keep up with her pace, his shorter legs protesting. Eventually, she noticed this and after tutting at him, she slowed down to allow him to catch his breath.

Although Bilbo could not see the dwarves in front of them, Leo assures him that they were on the right path.

"Look very carefully at the foliage around us." She instructed him. She paused at a bush and showed him where several leaves had snapped off. "This bush is quite healthy, so it should not be losing so many leaves. A dwarf pushed its branches out of the way and dislodged a couple leaves."

Then Leo showed him a couple wiry hairs that were caught on a few vines which sprouted burrs. "Dwarf hair?" He asked her.

Leo nodded at him, and Bilbo felt himself smile back.

"Look here." She crouched down next to a line of footprints. "That is the average size of a dwarf's foot."

Bilbo glanced at his foot, and then the footprint. He was surprised to see that his feet were larger than the dwarves'. Then again, he hadn't exactly paid attention before.

"Now notice how the indent of the right foot is deeper than the left?" Leo tapped the imprinted ground lightly.

Bilbo nodded.

"That means this dwarf has a limp in his left leg, therefore putting more weight on his right leg. Balin does this frequently, due to an old battle wound on his hip." She told him. "This is also how hunters know when their prey is wounded or crippled."

Bilbo flinched at the last part. "But we aren't h-hunting the dwarves... are we?"

Leo scoffed. "Of course not."

Bilbo relaxed in relief.

"Dwarves taste horrible! Too much fat, and their meat is so stringy."

Bilbo felt near faint. From beneath her hood, he saw her flash him a mischievous grin.

* * *

They reached the camp just as the dwarves had finished setting it up.

"Eh? I thought we'd lost ye." Gloin exclaimed when he saw Bilbo enter the clearing, followed by the shady figure of Leo. They weren't sure if Gloin sounded happy that they had kept up, or if he was disappointed that they had.

Thorin glared at the two of them from across the campfire, but Leo did not even acknowledge him, perhaps aggravating him more as she told Bilbo to find a place to put his bedroll. Kili and Fili were the only ones who verbally greeted the hobbit, but a few other smiled in greeting at him, and it was enough.

Just as Bilbo was unrolling his bedroll, two bodies dropped next to him, looping their arms around his neck.

"Ack!"

He glared when the mischeivous expressions of Fili and Kili came into view.

"So where'd ye find Leo?"

"Did she swoop down from the sky?"

"Or even a tree?"

"Nah, most likely something more exciting..."

The twins glanced at each other and nodded in agreement. "Unicorn."

"I beg your pardon?" Bilbo stuttered as he finally managed to slip his head from their arms. He shook his head and attempted to pat down his curly hair. "Unicorns?"

"The most obvious choice of travel for the fair maiden." Fili said seriously.

"Obviously." Kili nodded with the same severity.

Bilbo stared at them and wondered if they had lost their minds.

"Actually, I materialised out of the shadows." Leo said as she strode up behind them. "Unicorns are for princesses."

Fili snapped his fingers. "Of course!" He rounded on his brother and shook him by the shoulders. "How could we have been so stupid!"

"It should have been obvious!" Kili wailed dramatically.

"Obviously obvious!" Fili continued.

"The dark, mysterious lady!"

"Wings born of shadow!"

"Beware all who wander in the night!"

Leo sighed and swatted them both upside the head, then walked away without another word.

Kili turned to Fili with a cheshire grin. "I think she's beginning to like us."

Thorin walked up behind them and hit them both in the head, right where Leo had previously. This time, the two dwarven boys whined at their uncle.

"Shut up you two." The exiled king growled at them. "And stop fraternizing with her. She has yet to prove her loyalties."

The king cast a dirty look in Bilbo's direction before turning around to head back to his side of the camp. Kili stuck his tongue out after his uncle while Fili patted the hobbit on his shoulder.

"Don't worry about him." Fili said.

Kili patted Bilbo's other shoulder. "Yeah, we think Uncle was born with a stick up his arse."

Bilbo coughed and choked at that, his cheeks blushing madly at their crude description. The twins laughed and pulled him closer to the fireside, where the brothers Nori and Ori were speaking with the ever-jolly Bofur. These were the more genial members of the dwarven company, whom Bilbo had learned to relax around. Across camp, another fire pit had been set up. It was tense and quiet, as the more serious members of the group - including Thorin, Balin, Dori, Oin, Gloin, Bifur, and Dwalin - had chosen to stake their bedrolls there. Bombur was darting back and forth between the two halves of the camp as fast as his rolly-polly body could possibly waddle as he simultaneously cooked a pot of stew above each firepit.

"I come bearing gifts."

Leo's dry voice called half-heartedly from the treeline. The brothers Oin and Gloin jumped up in surprise, having been on watch at that moment yet not sensing her approach. Bofur let out a loud guffaw as she strode in with a dead deer slung over one shoulder, and another dead deer trailing behind her, dragged along by its two hind legs.

"Oi, I thought the men were supposed to be the hunters?" Bofur teased her good naturedly as Bombur hurried over and took the deer from her shoulder.

Leo flashed him a small smirk. "But I'm better."

"Oh this'll be a great addition to the stew!" The portly cook muttered excitedly under his breath. "More than enough for tonight's meal! We could make weeks worth of jerky from the second one! That'll be great on the journey!"

Thorin gave Leo another suspicious glance, which she pretended not to notice.

"Oi!" Bombur swatted his spoon at his brother, but Bofur ducked and the spoon ended up hitting Kili in the head instead ("Durin's balls! That's the third time tonight!"). "Don't just sit there laddies! The lady already brought in the meat! Get to skinnin'!"

"I'm sorry, did he jsut say skinning?" Bilbo asked no one in particular as his face paled at the thought.

He was ignored as the younger dwarves all pulled out various hunting knifes, their sharp, slightly serrated edges glinting menacingly in the firelight. Leo's smirk was visible where the firelight penetrated the shadow of her hood as she handed over the second deer carcass to the dwarves.

"Best look away, little hobbit." Bilbo heard her say just as Ori sliced into the deer's rump. The hobbit jumped up and ran to the edge of camp, dry heaving into the grass.

"It's a good thing we haven't eaten yet." He heard Bombur say. "That's be a waste of food."

"Give the little guy a break." Kili tossed over his shoulder.

"He shouldn't even be here."

Everyone froze slightly as Thorin's stormy voice echoed loudly across the camp. Bilbo glanced up and met the condescending gaze of the dwarf king. He trembled beneath his scrutiny. Thorin sneered at the hobbit before turning his back on him, resuming whatever conversation he had been having with Dwalin.

_Smack!_

This time the whole world seemed to freeze as Leo walked up behind the sitting king and smacked him upside the head. Thorin blinked in shock, and then anger leaked into his features. He swore in rage as he leapt to his feet and twisted around to face Leo. The woman did not even flinch at his violent action, meeting his eyes evenly and without fear.

"You dare to strike a king?!" Thorin roared in her face, appearing to tower over her in his anger.

Leo seemed unfazed. "Stop acting like such a child." She had the gall to chide him.

"A child? A _child_?!" Thorin thundered. "I am a king! Who are you to speak to me in such a way? You are no one! You are an ugly woman from a foreign land with no business in meddling in our affairs! You are a witch and an abomination!"

The entire camp held their breath as Thorin lost his temper. Bilbo felt tears gather in his eyes, feeling that this was all his fault. Meanwhile, Kili and Fili, who were perhaps the only ones brave enough to stand up to their uncle when he got like this, were reaching carefully for their weapons, fearing that Thorin might actually attack the woman.

"Are you done yet?" Leo sighed, leaning onto one leg, her body deceptively relaxed.

Thorin paused with his mouth open, about to spew another round of insults. He narrowed his eyes at her. "Is there no end to your impertinence?" He hissed.

"First of all, you are not _my_ king." Leo told him, her voice calm, but her tone was icy. "Second of all, if you claim to be a king, then act like it. A king must be diplomatic, which you are not. A king must have patience, which you do not. A king takes responsibility for his mistakes, but you are blinded by pride. You cannot expect everyone to immediately bow to you. Respect is _earned_. And you have not done a thing to earn mine."

She now stood with both feet braced apart, hands on her hips, eyes flashing a feral gold as she leaned in to glare at Thorin. "Royal blood does not a royal make, Thorin Oakenshield. Remember that the next time you choose to throw a tantrum."

And then she walked out of camp.

Thorin was so stunned that he didn't even notice his nephews do a quiet fist-bump.

* * *

**Haha Thorin and Leo can't go one day without getting into an argument. (No, no romance, still no romance)**

**Short chapter, but I promise that the next one will be longer. More traveling, a little more background building, and we get to see Bilbo handle a letter opener - I mean sword! A very fearsome lett - sword! **

**If you love me, please leave a review!**

**Btw, if any of you are Naruto fans, I have a new Naruto/Halo crossover that's reeeeeaaaalllyyy coooool. If any of you like SciFi, I humbly say that it is AWESOME.**

**Reviews make me write faster!**

**~Lilithia**


	10. Chapter 10

**Sorry it took a while to update. Stuff came up at work. Anywho, on with the story.**

**DISCLAIMER: Still don't own LOTR**

_thoughts_

_'mind-speech'_

_"speaking in Sindarin and I'm just too lazy to translate all the time"_

* * *

Without Gandalf's presence, Thorin seemed to be abnormally grating. Leo narrowed her eyes as she stomped through the forest, desperately resisting the urge to walk back to camp and rip the stunted king's head off. In the most literal sense of the phrase.

_It would be detrimental to the quest. _Leo tried to unsuccessfully convince herself. _No use killing him now. Maybe later? No, no, that wizard would be most contrite with me. Maybe I could - no, no that would still be considered an attack on his person. And torture. Maybe I could excuse it as character building?_

Leo snorted inwardly as she kicked a pile of leaves. Glancing around, she noted a nearby clearing just a few paces to her right. She entered the circle of trees and closed her eyes, inhaling deeply and then exhaling, feeling the tension drain from her shoulders and her mind cleared. Her hands suddenly flew to the sheathes of her swords and pulled them out, falling into a fighting stance.

_One._

She raised her arm in a block, pretending to hack at an invisible enemy in the same movement. Her eyes became half-lidded as habit took over.

_Two._

Her ankles twisted around each other in a mock pirouette, her wrists rolling and twisting her blades. The sword dance was as familiar to her as breathing, each move, each sequence, flowing into the other.

_Three._

Exiting the spin, Leo dropped in to a defensive stance with her swords crossed above her head. Pretending that another blade had been caught in between, her wrists jerked and her swords folded back, and then she lunged forward. One sword shot forward, as if impaling an enemy, and the light reflected sharply off of the second blade as she swung it horizontally in a decapitating move.

She heard the grass crunching underfoot and branches rustling as someone moved through the woods with terrible stealth. At first she had thought it was one of the dwarves, judging from the fast walking pace indicating a shorter leg span. But a head of curly hair popped out of one of the bushes, shaking out the twigs and leaves.

"Ah, Bilbo." She greeted him.

The hobbit jumped. "O-Oh! H-Hello Leo. I, uh, I didn't mean to intrude, I was just..." He fluttered his hands helplessly as he struggled to find the words. "I just wanted to make sure you were okay."

Leo stared at him with an unreadable expression for a moment. When she spoke, her words were jerky, unsure. "I... I thank you for that, Bilbo."

"Also, ah," Bilbo tugged nervously at his sleeves as he glanced at the ground. "Well, things were a little tense after you left. I thought it'd be better if I didn't stick around... You know how dwarf tempers can be.

Leo hummed but said nothing further. Her gaze swept over him and she noted the letter opener - er, sword, hanging loosely by his belt. She frowned at this. That was the incorrect way to wear a blade.

"Come here, little one." She said gruffly, standing up out of her fight stance and placing her swords back in their sheaths. Bilbo jumped a little bit, before exiting the tree line and nervously approached her location.

"Draw you sword." She told him.

He did as so.

"Now, if I was your enemy, how would you face me, with you sword drawn as it is now?" She asked the hobbit.

He glanced from his blade to her. Bilbo gave her an unsure glance before shakily attempting to emulate the fighting stance that he had seen her use earlier. He gripped the hilt tightly between both hands and gave her what he probably thought was a fearsome look. It was about as terrifying as a teddy bear.

Leo walked up next to him and tapped his calf with her foot. "Widen your stance. Pull you foot out here, and put your weight on the back leg." He followed her instructions.

"Good, now keep your front foot facing forward but turn your back foot out just a bit. There." She nodded at his stance and came to stand in front of Bilbo. She placed a hand on both of his shoulders and pushed him back. "Feel that? That's your center of balance. When you are in this stance, I should not be able to push you back. You should be able to absorb the force into your back leg and stand your ground."

Leo walked behind him and again adjusted his body. "Pull your shoulders back. Arms up a little more - no, not at the elbows, we don't need chicken wings. Just open your armpits a little more, like this."

Bilbo allowed the woman to maneuver his body until his fighting stance was up to par.

"Now remember the feel of this stance." She told him. "Make note of how far apart your feet are, where your arms are held, and where your center is."

She then walked back to his front and glanced at his sword, tutting at how he held it.

"Completely lacking finesse." Leo muttered, placing her hands around his. "Put your hand here, and your other hand here. Relax, no need to grip the sword so tight. It's not gonna bite."

Bilbo adjusted his grip jerkily, almost as if he was afraid to hold the blade.

"There. Now remember to hold your arms up." Leo nodded and stepped back. "How does the blade feel to you? Heavy? Light? Just right?"

"Er..." Bilbo glanced at his sword with a bewildered look. "Yes?"

Leo snorted.

"Stand up straight." Bilbo did as so.

"Now hold out your main arm with the hilt in your hand, leveling the blade parallel to the ground." Again, the hobbit complied.

Leo walked up to him again and put her finger to the flat of the blade, gently applying pressure down on it. Bilbo kept the sword steady, resisting her push as the pressure increased steadily.

"This is called weighting the sword." She said to him. "You are a small person, Bilbo. You could never hope to heft a warhammer like Dwalin and swing that thing around in battle. Neither could I, for that matter. You and I are slight in stature, and the fighting style best suited to us would take advantage of this. Agility and speed are our allies."

Bilbo felt the relief in pressure as Leo removed her finger from the sword and stepped back.

"Now drop back into your fight stance."

Uncertainly, Bilbo tried to re-create the battle stance he had held just minutes earlier. Leo tutted.

"Wrong." She said, but she did not sound angry or disappointed. "You switched feet. You are right-handed, yes?" Bilbo nodded. "Then your right foot should be your back foot, that way you balance better."

Dropping into the same battle stance, Leo showed him how to slide her foot back and drew her own blade from its sheath in the same movement.

"Your stronger side comes back like this," She shrugged her right shoulder, slanted back further than the left, both hands gripping her sword and angling it across her body. "So that when you attack, you can put your momentum into the hit."

Leo lunged forward, swinging her blade as her right foot stepped forward and her right shoulder extended, her sword thrusting forward. Bilbo imagined that he could actually see the energy beginning at her foot and traveling up her body, into her shoulder, down the arm, and into the blade. Then she relaxed and put her sword away, walking back to him.

"Now your turn."

Bilbo's mouth straightened as he concentrated. He slid his right foot back and bent slightly at the knees. He still gripped the sword a little too tightly, but he was more concerned with getting his stance correct. Leo walked up in front of him and pushed his shoulders back. Bilbo stumbled a bit.

"Not bad." She commented. "You're still unbalanced, but it is a beginner's mistake. Now stand straight and do it again."

The hobbit straightened, and at her word, he attempted to drop back into the fighting stance.

"Again." Leo ordered him. "This time, widen your stance a little more."

Bilbo stood straight, and then repeated the action.

"Again." She said once more. "Remember to hold your sword up and relax your grip. If you grip your sword to tightly, you won't be able to maneuver it as well. But hold it too loosely, and your weapon can be knocked out of your grip. Just keep your fingers wrapped around the hilt."

They did this all afternoon, until the sun had set. Bilbo never did anything more than hold up his sword as Leo made him practice falling into the proper battle stance over and over again, until it became second nature. He was by no means close to that by the end of their session, but he was getting somewhere at least. By the time she called their training to a halt, he was surprised to find a fine sheen on sweat across his skin.

"Wielding a sword is more than just physical strength." Leo said to him when she noticed him grimacing at the slight sweat stains. "Concentration can be just as much of a workout as the physical aspects of swordplay. A proper foundation is the difference between wielding a sword and swinging around a pointed object like a buffoon."

The last rays of the sun were disappearing beneath the horizon when Leo and Bilbo returned to camp. Oin and Gloin were still on watch, and a couple of the dwarves had already bedded down to sleep. Leo ignored their prying glances as she walked past them, Bilbo trailing behind, attempting to hide in her shadow. Thorin ignored her completely, which was probably a blessing considering both of their tempers. Bilbo scampered over to his bedroll and nearly dove for it, curling up under the blankets to escape the chill of the night.

Bombur gave Leo a pleasant smile as he wordlessly handed her a bowl of venison stew. Of course he would remember who did and did not eat. Bombur was a dwarf who considered skipping meals to be a travesty against existence. Leo took the bowl and walked over to the darkest corner of the camp, escaping the scrutiny of the dwarves, in order to enjoy the meal.

When Bombur glanced over to check on her, she had disappeared.

* * *

The next morning the company rose and packed their bags, kicking dirt over the fire pits and wiping away the indentions their bodies had made in the soil. Leo explained to Bilbo that it was to cover their presence in the area and so that anyone following them could not count how many people were in their group. The company set off, Thorin and Dwalin taking the lead, and Leo hanging back towards the end of the line in order to avoid confronting any of the dwarves. Bilbo hovered near her, offering silent support (not that she needed it, but it was sweet of him).

Not that there had been much camaraderie between herself and the dwarves before, but whatever progress the two parties had made before, it was gone now. The distance between the dwarves and the woman had never seemed to gap so widely before.

The group was muted for most of the day, trudging onwards with few words. The twins and a few of the more lively members of the company started several idle games as they traveled. One was 'complete that tale', where one dwarf began by telling a story, and then another dwarf would add a line to the narrative, and then another, until a rather strange and raunchy tale emerged about a drunk elf stumbling upon a dragon who thought he was a mouse and had an unnatural fear of house cats. Another game seemed to be 'two truths and a lie'.

"Let's see..." Nori rubbed his chin thoughtfully. "One, I accidentally dropped my brother on his head as a child -"

"Oi!" Ori protested, but his brother waved him silent.

"Two, I was going to become a tinker, before I turned to a life as a professional rogue -"

"Thief!" Both Fili and Kili coughed, into their hands.

"Thirdly, I have a love of botany."

"Ehhhh?!" Several dwarves gawped at him.

"Oh that has to be the lie!"

"Wait, what's botany?"

"I think it has to do with leaves."

"Ah, ah, ah!" Nori waggled his fingers at the other dwarves. "This is Fili's challenge. No helping!"

Fili and Nori stared at each other resolutely, both of them suppressing smirks as they attempted to stare the other down. The blonde dwarf idly stroked his mustache braids, thinking over the statements that Nori had set before him.

"I'm gonna say... The third one." Fili decided.

"Wrong!" Nori sang. "I do happen to adore botany. I did not, however, drop poor Ori on his head as a child. Although I think Dori might have, at some point..."

Ori gave his brother a horrified look, and then glanced in betrayal at their eldest, Dori, who walked unaware at the head of their line. Fili pouted at losing while Kili snickered, being ahead of his elder twin by two points. As Kili glanced at his brother, he caught a glimpse of Leo's hood as she walked behind them, lingering away from the dwarves, the hobbit skipping lightly at her side.

He nudged Fili and jerked his chin towards their female companion.

"No. Ooooh no." The blonde shook his head. "That's a bad idea."

"C'mon, brother." Kili grinned. "Live a little."

"Kili don't you dare -" Fili huffed, his brother already slowing down to drop back towards Leo.

The other dwarves all seemed to hold their breath as they watched the youngest of them approached the cloaked woman. They saw her hood rise as she lifted her ahead to acknowledge him, but otherwise she made no other move to greet Kili.

"Why hello, fair maiden." Kili greeted dramatically.

They heard her snort.

"Care to join us in our games?" The young dwarf asked her fearlessly.

"No."

Snickers floated up from the group of dwarves in front of them. Kili turned and stuck his tongue out at them.

"Oh come now, Leo. Is this about what Uncle said to you last night?" Kili cajoled her. "Ignore him! He's an ass, and we all know it."

They heard Leo sigh. "Kili, I am not the type to play games."

Kili sent a pleading look towards Bilbo. The hobbit tried to resist, but he was too soft-hearted to deny help to Kili. Besides, it would be a good excuse to learn a couple things about Leo.

He turned to Leo and gave her his puppy-eyes.

"Oh no, little hobbit." Leo warned him. "That will not work on me."

"It's just a game, Leo." Bilbo said lightly. "Just play a round with them and they will leave you alone."

"No."

Kili also activated his puppy eyes. "Please?"

"No."

"Pretty please?" Kili and Bilbo joined puppy-eyed forces, blinking up at her with large, doe eyes.

"N-No."

Aha! They smirked at her hesitation. Her defenses were weakening!

"With a cherry on top?" Bilbo asked her.

Leo looked away from them. "No."

Kili glanced at his brother and jerked his chin, gesturing for Fili to join them. Reluctantly, his brother joined them, standing just behind Kili and the hobbit, sighing at their antics.

"How about a dwarf on top?" Kili wriggled his eyebrows.

Leo snorted. "Are you offering yourself?"

"'Course not!" The younger dwarf shot out his arm, Fili making a disgruntled noise as his younger twin yanked him forward. Kili grinned impishly. "I'm offering my brother!"

"WHAT?" Fili protested.

Their female companion finally let out a snicker. "You would prostitute your own brother?"

"KILI!" Fili roared.

The dark-haired twin dodged his brother's punch. "He's a fine specimen! Flowing blonde hair, thick, luscious beard, not a bad body, I might add, y'know, since we're twins and all..."

"I'll kill ye!" Fili lunged at his brother, and the two of them went flying to the ground, rolling in the dirt as they kicked and pulled at each other's hair.

The rest of the dwarves that lingered in the back of the company began to laugh at their antics. Even Bilbo appeared unaffected by their boisterous fighting. The hobbit was becoming quite relaxed among the dwarves now.

"Alright, alright." Leo sighed. "Separate, you two. I'll play _one_ round of this game of yours, if you just stop causing such a ruckus."

The twins jumped apart, Fili scowling while Kili smirked. They had leaves and dirt in their braids now, and twigs sticking out of their hair.

"See, Fili? You worked!" Kili exclaimed to his brother. Fili whacked him in the arm.

The two of them rejoined the group, this time with Leo and Bilbo drawing closer to the dwarves.

"Right, so what is this game again?" Leo asked as she neared them.

"Two truths and a lie!" Ori piped up while the twins were busy brushing themselves off and picking out various degrees of foliage from their person.

"Well that's rather self-explanatory." Leo commented dryly.

Ori nodded. "You need to find a challenger, and that's who will guess which of your statements is the lie."

Leo hummed and glanced at the dwarves who were walking nearby. Kili was raised his hand and waved it comically, willing her to choose him. Leo sighed and nodded at the younger prince.

"Challenge accepted." Kili said dramatically, deepening his voice. "But first, can you please remove your hood?"

Leo blinked at him. "Why?"

"Because we all know what your face looks like." He replied. "You don't need to hide it from us."

Their female companion tilted her head at Kili, staring at him with an unreadable expression. Then, with a small huff, she pulled away the hood and shook it from her head. The dwarves around them lingered on the markings one her face a little longer than necessary, until Leo returned their attention to the game.

"So what do I say?" Leo asked.

"Oh, anything goes." Nori bounced on his feet. "Hobbies, pastimes, experiences, death-defying feats!"

Bilbo blinked. "That escalated quickly..."

Leo lifted an eyebrow at Nori before pursing her lips in concentration. What to say? Hm... Ah. Leo snapped her fingers and turned to address Kili.

"Alright," She held up a finger. "First, I collect teas from around the world."

Kili gave her a look that clearly read 'you are very weird'. Fili, Ori, and Nori snickered together while Bofur let out a guffaw. Balin, walking ahead of them with the older dwarves, turned around and gave Leo an impressed smile. Bilbo thought it was a rather pleasant object to collect. He did love a good pot of tea.

"Second," Leo added another finger, "I happen to have quite the talent in crochet."

None of the dwarves seemed too surprised by this, although Bofur and Fili gave her doubtful looks. Bilbo wanted to laugh out loud at the mental image of someone as imposing as Leo sitting down and knitting doilies.

"And last," Leo held up three fingers, "Before I joined your quest, I was living in a palace in Harad."

Several of the dwarves spluttered at that. The twins bowed their heads together as they debated over which of her statements was a lie, whispering furiously and rather loudly. Leo pretended that she couldn't hear everything they were saying, engaging Bilbo in a conversation about baking. Or rather, Bilbo was teaching her his rather impressive knowledge of baking.

"I say the first one is definitely a truth." Kili muttered to his brother.

Fili nodded. "Although I don't believe that the second one was a truth."

"What?!" Kili hissed. "You really think that the last one was a truth?"

The blonde dwarf gave him a deadpan look. "Can you really imagine Leo wasting her time with crochet?"

"Can you really imagine her being foreign royalty?" The dark-haired prince shot back. "She's hardly a princess!"

Ori jumped in, squeezing his head next to theirs where they were huddled. "I think she'd make a great princess!"

"Shut up, Ori." Kili sighed.

Nori, who until this point had been walking near Leo, glanced back and saw the three youngest dwarves in the company conspiring together. "Oi, oi!" He yelled at them. "Yer not allowed to help the challenger! Kili's gotta think fer himself, as hard as it is!"

Kili sneered at Nori while his brother snickered. Okay, so it was a choice between crochet and living in a palace in Harad. Crochet? Harad? Kili could barely remember anything about the distant land. The tutor that had taught he and Fili as children had only taught them geography as far south as Mordor. Harad was the lands south of that dark country, separated from it by a great desert. He remembered something about city-states, but did that mean each one had a different royal family? He doubted they'd just let their princess waltz around the world so freely. Then again, Leo and domestic work were basically antonyms.

"You make up yer mind or what?" Nori asked them as he waved for them to catch up with the rest of the line.

The three young dwarves trotted up to the group. Kili cut in front of Leo, turning around to speak with her while he walked backwards.

"Okay, so the first one was a truth."

Leo nodded.

"So that left option two and three." Kili said to her.

Leo gave him an amused glance. "Have you decided, young dwarf?"

"Yup!" Kili winked at his brother. "The second one was your lie!"

Fili took it as a compliment that his rascal of a brother actually listened to him for once. Leo gave Kili a small smirk. "You are correct."

Kili's eyes widened and he stumbled as he tripped over backwards on a loose stone. However he quickly popped right back up and hurried to catch up with the woman and the hobbit.

"Whoa, really? I mean, I wasn't entirely sure, and it was really just a wild guess -" He cut off and stared at Leo. "You're a princess?!"

The dwarves froze and stared at Leo. But she just rolled her eyes, dismissing his accusation.

"I never said I was royalty, Kili." Leo said, her voice exasperated.

However several of the dwarves were listening in on their conversation by now. The older dwarves, walking at the head of the line, pretended not to, although Leo could see them twitching as she spoke. Fili, Ori, Nori, and Bofur were openly listening in, not bothering to hide their interest.

"In Harad I worked as a mercenary." Leo told them. "The organization was based in an abandoned palace. The royal family of that particular city had been overthrown, and the palace was left empty. The company that I worked for had moved into the palace to use it as a base, and as a symbol of their power. They were... rather influential, for mercenaries."

"Mercenary?!" Bilbo stared at Leo. Weren't mercenaries supposed to be bad guys?

Leo seemed to read this on the hobbit's face. "Calm yourself, little one. Mercenaries are just swords for hire. Some are less honorable than others. But there are a few groups that operate with a code of conduct. It's better for business, really."

"And yours was one of these, I take it?" Balin asked her suspiciously, stroking his white beard. Bilbo jumped, having not notice that the eldest dwarf had joined them.

"We weren't exactly heroes." Leo shrugged. "But we had rules. Minimal civilian casualties, leave the women and children alone, no raping, and no deals with the slavers."

The dwarves stared at her.

"Slavers?" Ori asked, scrunching his nose up in confusion. Balin's expression darkened.

Ah, Leo had forgotten that the north did not have a slave trade. "It is unfortunately prevalent in the lands of the south." She said stiffly. "We killed them when we could, as long as it did not interfere with our mission."

Bilbo looked revolted at the idea.

"Be glad that it does not exist in your lands." Leo said softly.

"But... why would anyone do that?" Bilbo asked her, child-like innocence bright in his eyes, making her chest squeeze. "How could they... how could anyone..."

"The world is a cruel place, Bilbo. Sometimes people are evil simply because they enjoy the suffering of others." Leo turned away from the hobbit and focused her eyes on the horizon, avoiding the bewildered look on Bilbo's face. "The Shire is a rare jewel in this world. You are lucky to have grown up there."

A tense silence fell across the group, broken only by the sound of grass crunching underfoot and the wind rustling through the treetops. Balin had slowed down and left the front of the group, where the older and more stuck-up dwarves walked in order to avoid Leo, and came to walk beside her. His gaze held the familiar a look of curiosity and a hunger for knowledge which all scholars shared.

"You have traveled much, then?" The elderly dwarf asked her. Leo nodded. "Care to tell us a couple tales, lass?"

Leo gave him a measured look before her expression relaxed and she inclined her head.

"Before Gandalf summoned me to accompany your quest, I was working for the Red Hawk mercenaries, based in the city-state Dumat, which is located on the Harad coastline." She began. "In Harad, the cities are controlled by a series of guilds. The few cities that still have royal families are no exception. The monarchs serve mainly as figureheads, controlled by dueling factions that operate from the shadows. There are three main factions that wield power in Harad: the Merchants Guild, the Mercenary's Guild, and the Nobility."

"Wait, the royalty do not have power?" Fili asked in surprise. "But that completely defeats the purpose of a crown!"

Leo shrugged. "In the beginning they might have had power. But power is constantly shifting. At some point in history, whatever royal that had been in charge must have been incredibly weak-willed, and began depending on others to rule the state."

The two princes looked incredibly offended at the thought of royal status being demoted to a mere figurehead.

"Anyway, the two greater powers - the Merchant Guild and the Mercenary Guild - are the ones who control everything along the Harad coast. No one crosses the Bay of Belfalas without them knowing who they are, what they're carrying, and where they are going."

"And what of the nobility?" Kili asked.

"The nobility are not so business-oriented." Leo replied, giving him a dirty look for interrupting her again. "They are too divided to truly oppose the Guilds. It is relatively easy for the Guilds to create discord among the noble families so that they are too busy fighting each other, focusing on increasing their own wealth rather than opposing the Guilds. The Shadow War is between the Merchants and the Mercenaries, with the nobility only deluding themselves that they're a part of it."

"The Shadow War?" Bilbo asked.

"Incredibly unimaginative, I know." Leo chuckled. "It's not _actually_ a war. It's just the people's term for the constant struggle between the two guilds for control of the Belfalas trade. All the fighting is done in the shadows - bribery, assassinations, blackmail, treachery. It is all rather exciting."

The dwarves gave her bewildered looks.

"_Exciting_?" Bilbo gawked.

"That's not exciting!" Kili shook his head. "That's awful!"

Balin gave her a disapproving look. "From the sounds of it, the entire system is corrupted. Entirely dishonorable!"

"But that's what makes it so thrilling!" Leo told them with a dark gleam in her eye. "The drama, the espionage, the corruption - every shadow hides a new enemy, every smile hides a lie. It's like living in a theatrical political drama."

Balin shook his head. "That is exactly the problem."

"You have a twisted sense of enjoyment, you know that?" Fili told her with a worried look.

Leo smirked. "There was this one time when my friends and I got drunk, and we dared one of the men to dress up as a woman and pretend to be a prostitute in order to seduce the shipyard official into - "

"Lalalalalala I can't hear you!"

* * *

**Sorry if this chapter is a little choppy. I rewrote it numerous times, unsure of whether I wanted to introduce the backstory for Leo or not. Evidently I did not. I was going to make this chapter a lot more dramatic, but I figured I'd wait until the plot showed up haha.**

**Instead, I focused on widening the world of Middle Earth! I've always been fascinated by the Harad people who show up in the Trilogy books working for Sauron (Those crazy guys riding the giant elephants).**

**Please leave a review!**

**~Lilithia**


	11. Chapter 11

**Hey everyone! I'm alive!**

**Sorry it took a while to update. I'm working on updating most of my stories at the moment, and for some reason I was really feelin' this one.**

**Short announcement: I have created a second account LilithiaWR in order to start organizing some of my stories. Originally I had created my current account just for Naruto fanfiction, but then I started to drift into other subjects. Whatever stories I have already started on this account will stay here, but from now on, any new stories that _are not_ Naruto-based will go on the other account.**

_**Dragon Age fans! **_**If you like DA fanfiction, I have started one on my new LilithiaWR account! I'm guessing there are a few of you on here since DA also has humans, dwarves, elves, and magic. It's a drama/comedy/adventure fic, as there will be no romance until nearly the end of the story (I'm kinda allergic to all that cliche romance shit), with a Dalish/female/rogue/elf as the main character (who is also extremely cranky and sarcastic... kinda like Leo haha!). Please check it out! For me! *puppy eyes***

**Now onto the story!**

* * *

The rest of the journey was relatively uneventful. The older, more grumpy dwarves continued to give both Leo and Bilbo the cold shoulder, whilst the younger dwarves (read: Kili, Ori, and Fili) continued their attempts to socialize with Leo. Most this just ended up in the boys making fools of themselves, while Bilbo snickered and Thorin harrumphed.

It went on for days like this, and it all was getting dreadfully boring. One would think that the dwarves would realize that their incessant glaring was not going to scare Leo away anytime soon.

"Leo?"

Bilbo's voice brought her from her musings, drawing her gaze away from the Misty Mountains, which drew ever closer. Once again, she and the hobbit lingered at the end of the line, far from the eternal glower of the stunted king.

"Yes, little one?" She glanced down at him as he walked beside her.

"Gandalf said that you joined this quest because you were a dragon hunter," He began, and in response he saw her raise an eyebrow.

"Is that what he said?" She murmured softly.

"Or dragon tamer!" Bilbo hastily corrected. "But I digress; I was wondering if you had any stories about that?"

"About dragons, you mean?" Leo asked for clarification.

The hobbit nodded with such excitement that the woman feared his head might pop off. She carefully rested her hand on his head to halt the movement before he got a crick in his neck. Leo sighed and rubbed the back of her neck as she mulled over her thoughts.

"Well, I'm not quite sure where to begin." She confessed. "I've had many adventures in my years, however most of them I would rather not speak of."

"For starters," Bilbo quickly piped up, "Have you ever met a dragon?"

Leo chuckled and gave him a secretive smirk. "More than you could ever guess."

The hobbit's eyes grew wide, two large pools of caramel that just made Leo want to pinch his cheeks.

"So many?!" He breathed. "And you survived?"

The woman snorted. "You know, not all dragons are evil. They are a sentient race, just like humans and elves and hobbits… and maybe dwarves." She muttered a few choice words under her breath and aimed a pointed look at Thorin before continuing. "And as such, they possess a wide range of behaviors and attitudes. Some dragons are cranky, others are kind, some dragons are studious, and others – like Smaug – are just a pain in the ass."

Bilbo chuckled at her description of Smaug before he returned to questioning her. "So, the dragons that you have met… what were they like?"

"Well, I once knew a dragon that liked to hoard books."

The hobbit gave her an incredulous look. The woman shrugged.

"They say knowledge makes for the best treasure, no?" Leo chuckled. "This dragon – his name was Hareem, if I remember correctly – was quite ancient, even among his brethren. Several thousand years old, and quite cranky if interrupted from his readings. He was also very particular about how his books should be treated: No writing inside them, file them alphabetically, always store them in a dry environment without humidity… and the gods help you if you crinkled a page!"

"I can't believe it!" Bilbo exclaimed.

Leo nodded with equal mirth. "Yes, well, dragons are known to be obsessively compulsive and perfectionists."

"No, I meant that he collected books!" Bilbo paused. "And, well, I suppose that too."

Leo chuckled and patted his head fondly. "Not all dragons hoard, and of those who do, not all hoarding dragons collect gold."

"But Smaug collects gold!" Bilbo pointed out.

"And how terribly predictable of him." Leo sighed dramatically. "You would think that a thousand-year-old dragon would find a more interesting item to collect. Why not candles? Or pottery? You know I once knew a dragon who collected different species of horses!"

The hobbit nearly tripped over his own feet at that.

"Horses?!" He squeaked.

"Oh, they were marvelous!" The woman sighed. "Ponies shorter than you; and horses taller than a man! Roans and appaloosas and palominos… Gorgeous creatures."

"And… they didn't fear him?" Bilbo asked disbelievingly.

Leo laughed. "Takara was their owner! He didn't eat them. He bred them, and sold many of them to the eastern tribes."

"A dragon… a horse breeder?" The poor hobbit looked like he was going into shock.

"Now _that _is a worthy thing to collect." Leo nodded sagely. "Although I don't see Smaug as the agrarian type. Perhaps he should turn to literature? Poetry? Or tea? I love collecting teas!"

Bilbo gave her a look that was a cross between scornful and incredulous, one that said 'you are being weird again'.

"Teas are a lovely item to hoard!" Leo sniffed defensively in response.

"That's not what I – never mind." The hobbit sighed.

After that, Bilbo decided to go join Kili and Fili at their spot in the line, in the hopes of having a conversation with those possessing a bit more sanity. Leo muffled her snickers as she watched him go.

_And there's my crazy quota for the day. _ She thought contentedly. _Ah, I feel so fulfilled. The only thing that would make this better is if I annoyed Thorin just as much. But alas, that might end in bloodshed – his blood, that is._

The wind picked up and blew into her face, carrying with it a foreboding chill accompanied by moisture. Leo's eyes darted up at the mountains to see a dark line hovering just above them, a black slash against the evening sky.

The Misty Mountains loomed high in the sky above them now, their peaks reaching up to scrape the heavens. She could see the snow on their peaks glittering like diamonds as the rays of the setting sun fell upon them. Parts of the mountains held vegetation, but most of them appeared desolate, their sides too steep for roots to take hold, granite too hard to be fertile.

Another icy wind descended from the mountains, this time much more powerful than the previous one, blasting into their faces and blowing back Leo's hood. She frowned at this, studying the dark sky. With her hood down, Leo shook her head so that her braids fell forward over her shoulders, and noted that they were rather frizzy. Inhaling, she scented the air, and confirmed her suspicions: static.

The storm was not approaching – it was already here.

Quickening her steps, Leo passed the line of traveling dwarves and, swallowing down her distaste, made way for the exiled king. Not unexpectedly, Thorin and his grumpy companions glared at her approach.

"The storm above the Misty Mountains is rather hard to miss, no?" Leo queried as she drew level with Thorin. "We should find a place to take cover."

And again, as expected, Thorin's expression turned stubborn as he set his chin and gave her a dirty look. "Afraid of a bit of rain?"

Leo returned that with a dry, unimpressed look. "I am more afraid of navigating a steep mountainside while it is slick with rain and blasting wind. I have no wish to die by falling off the damn mountain." She quirked a brow. "There are far better ways to die."

Behind her, she heard Bilbo smack his forehead into his palm in exasperation.

The dwarves in front of her stiffened (how did they manage to turn everything she said into an insult?), Thorin's hair seeming to bristle up with his ire - or that might have been frizz, but hey, it had a nice effect. Very ominous.

"We cannot to afford to lose any more time." Thorin bit out, keeping his tone in check, much to her surprise. "We wasted too much time with those _elves_." He spat out the last word.

_Well, at least I know there will always be one thing that he hates more than me. I'll take my victories where I can get them._

Leo sighed and shook her head at the dwarf king. "I understand that, but to rush into a mountain pass in the middle of a storm is reckless. It will be all too easy for someone to slip and fall!"

As if to emphasize her point, a gust of wind shot down from the mountains above them, nearly knock the hobbit over and forcing the entire company to brace their feet.

Thorin at least thought over her words, before shaking his head.

_By the Valar, can this man listen to reason just this once?_ Leo growled inwardly.

"You have a valid point… Leo." It seemed to physically ail Thorin to say her name, making her fight back a smirk. "But I insist that we cross the Misty Mountains tonight. We must make it to Erebor before Durin's Day, and between here and there, it is still a lot of ground to cover."

Leo sighed, knowing that no amount of rational arguments would change a dwarf's mind once it was set. She shook her head as Thorin waved his men past them and into the yawning chasm that awaited them.

"Can I just say, for the record, that this is a terrible idea?" Leo grumped, crossing her arms and glaring at the dwarven king. "This whole situation is gonna go to hell, mark my words."

"Silence, woman." Thorin growled. "No need to jinx us."

_Silence woman? Silence __**woman**__?!_ She raged inwardly. _Misogynistic pig!_ _Why I oughtta…_

"Oh, you won't need any help there." Leo snapped at the dwarf king. "Why wait on karma when your own stupidity can achieve the same?"

"Watch your tongue." Thorin barked, then lowered his voice thinking that she couldn't hear him. "Lest I push off the mountain…"

Unfortunately for him, Leo's ears weren't oversized for nothing.

"Then I'll be sure to drag you down with me!" She hissed back before stomping back towards the end of the line.

A few of the other dwarves cast her semi-sympathetic glances, probably agreeing with her opinion of the storm, but unwilling to stand up to their foolish king. When she reached the end of the line, the younger dwarves (Fili, Kili, and Ori) as well as Bilbo attempted to distract her from her foul mood with inane questions.

However, when Leo was in a bad mood, an endless stream of questions was not the correct way to go about improving it. Normally Leo would not have minded their curiosity if they did not ask so many questions of her. Often times they were innocent subjects, but the boys' constant nagging was truly a trial of patience. However, they also had a knack for asking the wrong questions at the wrong time.

Or just plain asking the _wrong_ questions in general.

After a round of pointless questions, to which Leo only answered with grunts and the occasional one-syllable word, someone finally crossed a line with her (the poor sod).

"Well then. Onto another subject of questioning then: what do your tattoos mean?" Fili, ever the polite one of the two, asked Leo. However it was clear that the question had been Kili's idea, judging from the annoyed glance the blonde sent to his brother and the not-so-subtle way that Kili hovered at his brother's shoulder. Both had noticed that it was her tattoos that the elves had looked upon with distaste and no small amount of enmity.

"If they have meaning, that is." Kili piped up. "I know in most cultures they do, but not always."

The rest of the party not-so-subtly turned their attentions to the conversation. There was little in the way of gossiping when one was on the road after all. Even Thorin seemed to hang back a little in order to get a better hearing. Leo resisted the urge to take Fili's head in one hand, Kili's in the other, and bash their thick skulls together.

"It is not a subject that I wish to discuss." Leo said evenly, careful to keep her temper in check and her expression schooled into an impassive face.

Many of the dwarves raised their eyebrows, caught unawares by her answer. "Really now?" Thorin had the gall to join in. "Well now that you put it that way, we are so much more interested!"

The rest of the dwarves nodded almost in sync. Now Leo truly did scowl. "No."

"It can't be that embarrassing!" Kili teased. His brother, however seemed to actually take her words into consideration. She could feel Fili's eyes quietly studying her, and Leo once again resisted the urge to do something incredibly mean. She hated that feeling. Hated it. Eyes staring, studying, detached, looking for weakness, looking for vulnerability, no empathy, no mercy. Leo blinked and loosened her fists.

_Calm down._ She reminded herself. That situation had been a long time ago. These dwarves did not deserve her ire simply because they reminded her of a darker time.

"It's not." Leo muttered, attempting to look away from them. But there were too many of them, and no way to fully hide her face from all of the dwarves at once.

"I'm sorry?" Kili asked with a louder voice, cupping his hand behind his ear in emphasis.

"I said that it is not embarrassing." Leo snapped.

Fili frowned, noticing Leo's expression darkening. The dwarf prince suddenly realized that this conversation was not exactly headed in a safe direction.

"Brother, let it go." Fili sighed. "Do not press the lady."

Kili looked at his brother as if he had sprouted a second head. Even the rest of the company looked surprise. However before Leo could breathe a sigh of relief, Thorin and his big ego decided to butt in, apparently unsatisfied form their earlier argument.

"No need to give up so soon." Thorin commented in that infuriatingly off-handed tone. "Please, Leo, tell us more about your markings. The subject has already been brought up, why not just sate our curiosity and be done with it? My kin will never leave you alone otherwise."

_You son of a whore. _Leo scowled, her hands once again tightening into fists. Her eyes flashed in fury, and perhaps hatred, as she stared at the insolent king. _It is none of your damned business! _Her thoughts roared.

But he was right, the rest of the dwarves would never stop pestering her until they were satiated. Even if not aloud, she would be able to feel their questioning gazes following her every move, which would only mess up her concentration to the world around them and those damned orcs would sneak up on them because she was too busy dealing with a sudden bout of xenophobia to sense their presence.

Fixing her hard gaze on the horizon, Leo detached herself from the situation and spoke with a flat, dead tone.

"They are slave markings." She deadpanned, not glancing around to see the looks on their faces. "Far more effective than cuffs or a collar. With the extent of the tattoos, it is impossible to cover all of them completely, thus should a slave run away, they are easy to track down and easy to spot."

There was an awkward silence. _Bet you regret asking now, huh? _A snide voice whispered to them in her head.

"But if you were a slave," Someone began, though Leo was too busy restraining the urge to flee to notice which dwarf it was, "Why are you capable of combat? Wouldn't… wouldn't it be… easier control, I guess, if slave did not know how to fight?"

"I was not a house slave." Leo answered dully. "My people were infamous for their fighting capabilities. When –" She tried to say his name, she really did, but old paranoia came back in such a vengeance that she faltered –"When my kin were conquered, we were far more useful on the battlefield. I was a child soldier."

Another awkward silence.

Kili cleared his throat to draw her attention. "Um, sorry to ask… but what is a child soldier?"

Leo could not help the look of surprise on her face. Realization dawned, and she turned away from the young dwarf with a sagely nod. "Ah yes, I forgot that these lands considered themselves chivalrous," she laughed bitterly, "It is not so in other times. Darker times."

"Those that do not grow up in slavery are the most dangerous to a master's control. Those who remember freedom; who know how to fight." Leo fixed her gaze once more on the horizon. "And so those who were stubborn, strong, and wise were disposed of. The weak and the impressionable were kept, carefully molded to be subservient and unthinking. The most appropriate age group for this, of course, were the young. Because if one is raised never knowing freedom, they cannot fathom it."

Leo glanced down, eyes hooded as unpleasant memories surfaced. "I was young when we were captured. Young enough not to be considered a threat. I was trained –harshly, cruelly –and I followed my orders without question. I gave up on freedom. They were… quite effective at breaking people."

"Then how did you escape?" Fili asked carefully.

"I didn't." She muttered, guilt gnawing at her conscious. "Eventually so many of my people were sent into battle that our population dwindled. Eventually there was only a few remaining individuals of my kind. My people lost hope. We accepted our extinction. We leapt into battle with no intention of survival."

"I was left for dead." She kept her gaze glued to the ground. "In my final battle, I was wounded gravely. My commander did not think my life worth saving –After all, the others of my kind had died as well. Why not let me join them?"

"However by some unfortunate circumstance, I survived. Much to my displeasure." Leo sneered bitterly. "Somehow I made my way to Harad and started a new life as a mercenary – after all, killing things was my only skillset. And it made good money."

The company was silent, and she took sadistic pleasure in their shock. So arrogant they were, blissfully unaware of their own ignorance. Such high hopes for the world. Sunshine and rainbows – what a load of elvish. The part of her that was a monster, twisted and tortured until she hardly remembered notions of mercy and kindness, trained to kill in pleasure and lust for blood, delighted in their pain.

Leo closed her eyes, forcing the darkness of her heart away, keeping her demons at bay through sheer will. No, she would not be that person again. She had sworn… Well, she did not know exactly how the promise she had made to herself could be worded. But she wanted to see if she could be better; if she could find proof of redemption in this world. It was a vain hope, for she had long ago lost faith in the races of men, but she hoped that maybe if she kept searching, she would find a reason. A reason to stay. And if she did not… Well, that was what suicidal quests were for.

With an aggravated huff, Leo separated herself from the group, choosing to walk outside of their relative cluster. Close enough to be within shouting distance, but far enough that she wouldn't have to deal with their pitying stares and gossiping whispers.

She glanced up at the dark clouds that rumbled and crashed between the mountain peaks above their heads. Lightning forked through the sky, signaling the beginning of a steady drizzle.

Leo hesitated at the beginning of the path, the dwarves filing past her. Mumbling a curse under her breath, she pulled her hood over her head, just as the skies opened up and the rain poured down on them. Several of the dwarves let out annoyed moans at this, Bilbo squeaking when he realized that he had nothing to cover his head with.

_I have a bad feeling about this._

**{::..****. ҉ ****..::}**

As predicted, climbing a mountain in the middle of a storm was a bad idea. The sky was so dark from the impenetrable storm clouds that it seemed to be night. The only source of light was the stream of lightning that arced across the skies at random intervals, searing the sky with pinkish-white light.

They were battered and chilled by a screaming wind that howled in their ears, pitched so high that it sounded like the scream of a banshee. Coupled with the pounding rain and the thick mist that hung captured between the slopes of the mountains, the cold seeped into their very bones, turning their lips and fingertips blue, and numbing all extremities.

The stone beneath them was slick from the rain, and littered with loose rocks that shifted underfoot. Bilbo nearly slipped off the side of the mountain stepping upon one of these stones, a loud gasp emitting from his lips as he flapped his arms in an attempt to regain balance. Just as he was about to fall, he felt a strong hand grasp the collar of his coat, catching him right before gravity was able to take effect and pull him down. He was hoisted back up, his feet gluing themselves back onto solid ground with relief.

Turning around to thank his savior, he choked on his words to meet the stern gaze of Leo. Without acknowledging his near-death, she looked past him and walked on by. Bilbo frowned at this – the woman had not spoken to anyone since the revelation about her tattoos.

However this was clearly not the time to be speaking. They could barely hear each other over the screeching of the wind and rain.

Dwalin stomped past him, clapping a hand on his shoulder – whether in reassurance or pity, Bilbo did not know. The hobbit tucked his chin into his coat and pushed forward with the rest of the company, head down to keep the biting rain from lashing at his eyes.

"We must… shelter!" Thorin's voice could just barely be heard over the din of the storm.

In front of Bilbo, Dwalin's head suddenly snapped upwards as the dwarf focused on something in the sky.

"Look out!" Dwalin cried as loudly as he could.

Bilbo followed the dwarf's gaze and felt his jaw drop as a humongous rock hurdled through the sky, sailing directly towards them. Helpless to do anything, all they could do was watch as it collided with the cliff face above their heads, raining down sharp rocks larger than Bilbo's whole body. All the company could do was duck their heads and press themselves as close to the mountainside as possible, and hope that there was some sort of outcrop above them that blocked the rocks from landing on their heads.

"Look!" Balin's voice could be heard above the rumbling of falling rock, and everyone followed his pointing finger to look across the chasm.

A few mountains down, a gigantic figure emerged, seemingly born from the mountains itself. It's vaguely humanoid outline was completely black, save for the light of the lightning glancing off of its rain-soaked body.

Bilbo felt his heart leap into his throat as his brain process the sheer size of the creature, as tall and thick as a mountain, moving in slowly, each footstep making the earth shudder beneath them. How was it possible for a creature so enormous to exist?!

"Bless me… The legends are true!" Bofur gasped beside him. "Giants! Stone giants!"

The giant picked up another stone, this one the size of a house, and hurled it through the air in their general direction. Bilbo felt his heart stop beating for a moment as he froze in fear, only to be jerked from his stupor as one of the dwarves pulled him back.

Their eyes followed the path of the enormous rock as it sailed just passed their location, and collided with something behind them. Following the collision they heard a deep groan, and their eyes snapped up to see the mountain behind them stir.

_Another giant!_

Bilbo didn't think his poor little heart could take anymore as it stuttered once again, beating erratically in his chest and so loudly that it echoed in his ears.

The second giant bent over to pick up a large rock, pulling its arm back and preparing for launch.

"Shit, we're caught in the middle of a battle!" He heard Leo curse, just as the second giant attacked the first.

"Take cover you fools!" Thorin yelled at their gawking companions, shaking them from their frozen positions.

It was a good thing too, as apparently no one had noticed the path beneath their feet quickly crumbling from the force of the giants' battle. They all glanced down in alarm as the mountain began to creak, and the ledge began to break off from the main body of the mountain.

"What's happening?!" Gloin asked with a terrified voice.

"By the Valar…" Bilbo heard Leo's voice, and the sound of her fear only served to double his own – because if Leo was scared, then they were all doomed.

"We are on one of them!" Leo cried, yelping as the rock beneath them shuddered, almost dislodging the woman. She glanced up and her face paled as she noticed the other giant approaching theirs. "Brace yourselves!"

One giant punched another, and everyone screamed as the stone beneath their feet quaked at the impact. Bilbo let out a terrified sob as his hands scrabbled for purchase on the rock behind him, clinging desperately to a stray root that was growing on the side of the giant's leg.

An alarmed shriek turned his attention away from his own terror, and he swung his head around to see Leo's feet slip out from under her.

"Leo!" He cried as she crashed down onto the path, her lower half sliding over the edge, legs kicking out into empty space. He was too far away from her to reach out and pull her up, and no one else seemed to hear her cry over the storm and the thunderous giants.

Her face was revealed as her hood slipped away from her head, and her expression showed genuine fear for the first time that he had known her, and she scrambled to hold onto the slick rock, fingers digging uselessly into its smooth surface, but she kept sliding, sliding, sliding –

"Leo!" Bilbo yelled again, hoping that one of the others would notice her peril.

Suddenly her eyes lit up, and that strange golden glint that often flickered in her eyes suddenly filled her iris completely, nearly glowing in the darkness. Leo slammed her hands down onto the rock, digging her fingers in and grunted as she heaved herself back onto the ledge, the muscles in her arms straining, hair plastered to her head from the rain.

"Take my hand!" Bilbo shouted, keeping one hand firmly gripped to the root he was anchored to, while stretching out his other arm towards his friend.

Leo's head snapped up, and he felt a chill run down his spine as his eyes met hers, bright citrine irises peering back at him through a curtain of dark hair. Combined with the tattoos that covered her, Leo's face was transformed into something so very alien and feral-looking, the arcing lines across her cheeks shifting with her expression, making her appear feline and inhuman.

Before he could re-think his offer, her arm lashed out, and he felt her hand close over his wrist in an iron grip, fingers digging into his arm. It would have been quite painful if Bilbo had not been distracted by the chaos around them.

He grunted as he hoisted her up, Leo nearly pulling him down with her weight. As soon as her feet found purchase against the side of the rock, she pushed herself back onto the ledge, slamming into the side of the cliff and panting wildly.

The stone giant shuddered again, and they felt it collide against the mountainside.

"Jump!" Thorin's voice cried out somewhere in front of them.

Those that were with them clambered to the edge of the giant's leg, jumping onto solid ground. Bilbo saw Leo's golden eyes flash towards the cliff's ledge, and suddenly he felt her hand grab the collar of his clothes for the second time that day as she threw him over to the cliff face, just as the giant began to move away from the mountainside. He landed against Balin, who quickly grasped him to make sure that the hobbit did not go sliding down the wet rock.

He could make out her eyes in the darkness, twin points of bright yellow against the night. With a running start – how she was capable of doing that on a moving stone giant in the rain he would never know – Leo launched herself across the gap between the giant and the mountain.

_She's not gonna make it!_ Bilbo realized as his eyes followed her trajectory and realized that she would come up short.

The dwarves turned their attention to the other half of their company, watching helplessly as their comrades remained on the other leg of the giant, yelling in horror as the giant was knocked down by its peer.

"No!" Thorin roared. "Kili!"

The dwarves scrambled ahead in the hopes of rescuing their men.

"Wait!" Bilbo gasped. "Leo!"

The hobbit could do nothing as she slammed into the side of the mountain, far below their ledge of safety. Bilbo fell to his knees and peered over the side of the mountain.

He gasped when he caught sight of her bright eyes peering up from the dark chasm, the woman clinging to the side of the mountain. She let out a snarl as she began to pull herself up, and Bilbo swore he saw the glint of a fang as she slowly but surely climbed her way towards the ledge. How she was able to keep purchase on the slippery rocks he couldn't fathom, but he was too preoccupied worrying for her safety to contemplate such things.

When she was close enough, he once again reached out his hand towards her. When her eyes locked with his, the golden glow faded from her gaze, leaving just plain brown irises. Her hand clasped his, and the hobbit pulled her back up.

The woman gasped as she was pulled up onto the path, scrambling over the edge and splaying her hands against the rock beneath her and pressing herself to the solid ground. She was panting heavily, shivering from the cold and adrenaline.

"Valar…" He heard her whisper. "_Valar khan dominae ave nan, dictoru santori kara norae don…"_

Bilbo had never thought Leo to be the praying type, but then again, after what they just went through, they could use a few prayers.

"Kili!"

Bilbo glanced up at Thorin's pained cry, watching as the rock giant fell to the ground in pieces, the earth rumbling with the force of a full-blown earthquake at its impact. The dwarves rushed ahead, and Bilbo noticed in relief that the other half of the company had managed to escape the rock giant before it had fallen.

Leo stood up beside him, a little shaky at first, her expression drawn and worn. She pulled the hood of her cloak back up to keep the rain off of her face, and clenched her trembling hands into fists, hiding them beneath her cloak. Somehow her backpack had remained strapped securely to her shoulders throughout the whole ordeal, so she shrugged her shoulders and glanced down at him.

Bilbo opened his mouth to ask if she was okay, but the woman was already walking towards the company. He noticed her left leg was limping, but knew better than to mention it. Everyone would have bruises after today.

As the hobbit wrapped his coat tighter around himself, he winced as piercing pains made themselves known on his arm. Furrowing his brow in confusion – he didn't remember hitting any sharp rocks – Bilbo glanced down at his wrist.

"What the…"

His eyebrows shot up at the sight of five red pricks on his right arm, small in size but cutting deep. Glancing over to the ledge where he had rescued Leo, he felt his astonishment increase at the sight of deep furrows in the rock, several long gashes sliced into the stone in five parallel lines, crisscrossing around where Leo had climbed up and over.

_Claw marks…_


	12. Chapter 12

**What's this? Two updates in one week? Is the sky falling?! ****It's short, not to mention a filler chapter, but an update is an update, no?**

**I promise you, the next chapter is full of excitement! Battle and blood galore! I just couldn't fit this little tidbit into it.**

**Standard disclaimer thingy**

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"Well, I'd say it's about time we find some shelter, eh?" Balin joked lamely as the dwarves attempted to understand everything that they had just been through. He was met with noncommittal grunts and mutterings as his companions rubbed their aches and calmed their trembling.

"Where's the hobbit?" Ori asked, and everyone's heads whipped up to look around. Balin carefully re-counted who was present with the group, and came up short of two.

"And Leo." Fili frowned, exchanging worried looks with his brother.

Panic struck fast as the two young dwarves leapt up and began looking around the area, soon followed by everyone else.

"There!" Dwalin exclaimed, pointing down the mountain path.

Everyone followed the direction of his finger, noticing a sopping and shivering hobbit accompanied by a hooded figure that could only be Leo. Both were soaked to the bone, thought it was easier to judge how Bilbo fared than Leo, who still manage to hide herself beneath her cloak. The hobbit, however, looked like his heart might stop at any minute, with eyes wide open with fear, a pale and worn face, and his whole body shaking from the cold. He was quite a pitiful sight, the poor little guy.

"Leo is limping…" Kili murmured to his brother, the two of them narrowing their eyes at the woman, knowing that she would probably ignore whatever the injury might be.

"It might just be a bruise." Fili replied.

"Or it might not." Kili muttered.

Their conversation was interrupted by Dwalin's loud and booming voice.

"I thought we lost our burglar." The big dwarf joked in relief.

The sudden volume of Dwalin's voice seemed to shock the poor hobbit, as the little man jumped in surprise and slipped on a loose rock, nearly falling over the edge of the cliff for the fourth time that day. Luckily, Leo easily caught his coat and hauled him back to his feet before he tipped off the edge of the path.

Both dwarf princes winced at the clumsy display as Thorin looked over with a dark, disgusted scowl and opened his mouth.

"He's been lost ever since he left home!" The king stated scathingly. "He should never have come. He has no place amongst us."

By now most of the group had become accustomed to the cute little hobbit, and so most of the other dwarves frowned at Thorin's hostility. It was rather uncalled for, especially after the crazy ordeal they had just been through.

To Fili and Kili's surprise, instead of leaping to Bilbo's defense, Leo remained silent. They eyed her discreetly, but her face was hidden beneath the impenetrable darkness of her cowl. Did something happen to her? It was not like the woman to be so quiet, especially when Thorin was being an asshole.

"Come on." Thorin's voice interrupted the tense atmosphere. "We must find a place to rest."

They traveled up the mountain path for another hour or so before they came upon a large crag in the side of the cliff face. Upon inspection, they were all relieved to find out that the hole led to a rather large and empty cavern, big enough to fit all of them within, providing shelter from the storm.

"Search the back." Thorin ordered. "Caves in the mountains may be occupied."

Dwalin glanced over his shoulder to Bifur, and with a nod the two dwarves lit one of the surviving lanterns and went further into the cave. Meanwhile, the rest of the company filed inside, kicking away debris and dusting off the floor to put their sleeping rolls down. Gloin somehow found a few good-sized sticks and placed them in the center of the cave.

"Right then! Let's get a fire started –"

"No, no fires." Thorin interrupted him. "Not in this place."

Gloin practically pouted at that.

"Get some sleep." The king told his men. "We start at first light."

Balin stiffened at that and hurried over to Thorin.

"We were to wait in the mountains until Gandalf joined us!" He protested in a low voice, giving the king a disapproving glare. "That was the plan!"

"Plans change." Thorin muttered, earning himself a harsh look from his elder.

**{::..****. ҉ ****..::}**

Meanwhile, across the cave, the last of the company filed in – namely Leo and Bilbo. The hobbit kept sending worried glances towards the woman, her continued silence unusual.

Leo froze when they entered the cavern, body tensing as she narrowed her eyes. Bilbo paused as she did, watching her closely. He had long ago learned to trust the woman's instincts. When Leo lifted her head and sniffed, his anxiety increased.

"We should move on." Leo stated resolutely. The dwarves all paused to stare at her like she was crazy.

"After the day we just had?!" Gloin scoffed. "I ain't as young as I used to be lassie!"

The others expressed similar remarks, although Balin paused to consider her words. It seemed Bilbo was not the only one who was learning to take Leo's warnings seriously.

Thorin rounded on her with a dark look. "If I push my men any further, they may collapse!" He growled. "Don't get cocky just because you were right about the mountain pass!"

_Ha! So you admit that I was right! _Leo cheered in her head for a moment, but her face remained serious.

"It is dangerous here." She told Thorin just as he fininshed assigning men to the night watch.

"The cave is empty and there is no sign of any recent inhabitants." The king scoffed, and then narrowed his eyes at her in suspicion. "Maybe you _are_ here to hinder my quest!"

"Oh. My. Gods!" Leo snapped in exasperation as she turned around and tossed her hands in the air. "Why do I even bother anymore?"

She stomped away from the king, heading towards the exit. "I'm done. Do whatever you like, _oh stunted one_. See if I care!"

Bilbo's eyes widened at that, and he scampered after her, intent on calming the woman down. However someone else intercepted her first.

Leo's brows rose as Balin stepped into her path, a disturbed look on his face, his gaze glued to hers.

"Tell me, lass," He spoke to her lowly, so as not to draw attention from the other dwarves. "Why are you so adamant about not camping here?"

The woman crossed her arms and arched an eyebrow at him. "I think Thorin has made it clear that my voice holds no sway here."

Balin sent her a scolding look. "Not all dwarves are stubborn fools."

She sent him a disbelieving look.

"Your intuition has been correct thus far." Balin said, much to her surprise. "But Thorin needs proof if you are to convince him to leave this place."

Leo's expression shifted to a blank slate, unreadable save for the thinning of her lips. "I don't have proof." She muttered.

"There has to be something." The old dwarf murmured. "Why do you not want to stay here in the first place? Why are you so sure that this is a bad idea?"

Leo's eyes shifted nervously as she let out a frustrated sigh. "I can't tell you."

Balin's brow furrowed. "What? Why not?"

"I just can't!" Leo hissed. What could she say? _'My enhanced sense of smell can scent goblins in this seemingly empty cave'?_

Yeah, that would raise a lot of questions that she didn't want to answer at the moment. Bilbo had already seen her eyes change color, not to mention she could smell blood from the cuts her claws had cut into his skin from when he had helped her.

The dwarf shook his head. "You can't convince Thorin simply because you have a _gut feeling_!"

"Then maybe he should learn from his mistakes for once and listen to the only fucking voice of reason in this company!" Leo snarled as she stood up straight and walked around Balin towards the entrance hole, clearly intending to leave.

Bilbo gasped and scampered after her.

"Leo!"

She kept walking.

"Leo wait!"

The woman paused just as she stepped out of the cavern, turning around to look down at him

"Are you… are you leaving?" He asked in a small voice.

"What does it look like?" Leo snapped. Bilbo came to a stop next to her leg, looking up at her with those irresistible big brown eyes of his. She felt her resolve waver at the force of the puppy-eyes.

She felt her heart clench at the sight. With a sigh, Leo knelt down in front of him, and placed her hand on his shoulder. "I apologize, little one. That was uncalled for."

Bilbo's face showed the myriad of emotions as they flashed through his head: devastation, sadness, loneliness. The last one was the worst, as she felt bad for leaving him in a place where he was clearly unwanted. At least he had managed to make a few friends among the dwarves.

"You don't have to go!" Bilbo protested. "Just ignore Thorin like you always have! Put him in his place!"

Leo gave a low chuckled. "It doesn't work like that, hun. I can only take his defiance for so long. And if I keep baiting him, he would formally kick me out of the group. Then how would I have the last word?"

She gave him a wry smirk, but the hobbit's expression remained somber. The curl of her lips faded as she patted his curls sadly.

"C– Can't I come with you?" Bilbo asked her hopefully.

A guilty look crossed her face as she looked away from his watery eyes.

"No." She murmured sadly. "The way I travel will be… too dangerous for you."

The hobbit frowned at that. "Then why are you going alone?"

Leo sighed and rocked back on her heels. "I'm sorry Bilbo. I can't explain it. Just… stay here. The dwarves will keep you safe." Her eyes narrowed and flashed gold, and this time Bilbo was sure to catch it. "At least, they _better_ keep you safe. Or else."

A little smile tugged at his lips at her protectiveness. Bilbo glanced back at the others, noticing that most of the dwarves had already hunkered down for the night, curling up in their damp blankets and falling into an exhausted sleep. A few were already snoring.

"I go now." Leo whispered, standing up slowly, the only sound she made being the softest creak of leather.

Bilbo stay where he stood, watching her with a forlorn expression, shoulders slumped, eyes pleading for her to come back.

_Like a puppy. _A little voice in her head tittered despite her own solemn mood.

"Stay safe, Bilbo." She murmured as she stepped out onto the mountain path.

How long had it been since she had said goodbye so glumly? Or since anyone had been sad to see her go in the first place? When was the last time she had had someone to say goodbye to? Far too long, obviously. She couldn't even remember the last time anyone had ever cared about such things for her.

With this in mind, Leo glanced back and cautioned the hobbit.

"Keep your eyes on your blade, little one, and heed the warning."

Bilbo's face scrunched up in that cute little manner of his in confusion as she turned around and began to continue down the mountain pass.

**{::..****. ҉ ****..::}**

The lost look on the hobbit's face haunted her mind's eye as Leo tread quietly on the path. Her footsteps made nary a sound, her clothes whispering gently as the fabrics brush against each other, _shush shush_, the leather soles of her boots creaking softly every so often, _brrt brrt._

Overhead the storm had waned as it moved on, the rain decreasing until it was a barely-noticeable drizzle. The sky occasionally flashed with far-off lightning, the thunder rolling lowly in the distance. The fog rose from the canyon below and filled up the space between the mountains, muting sound until it felt like the whole world had become deaf.

The overall silence was… disconcerting. Which was ridiculous for her, as Leo was long used to traveling alone. She should be used to the quiet, alert for sounds and scents that may serve as early warning signs for attack.

Yet somehow, after traveling for so long among the company, she felt… _off_. And dare she say it, _vulnerable_.

Leo scowled as she mentally chided herself at such a pathetic thought. She was better off without those pesky dwarves! So loud, so noticeable, boots stomping, heavy footfalls that could be heard a mile away, panting and heaving, equipment clanking, talking and laughing raucously… The list went on!

_You don't need anyone. _Leo chastised herself. _You've been on your own for as long as you can remember. Why should that change in a few weeks?_

_Besides,_ Leo continued to tell herself, _They'll be fine. Bilbo will be fine. It was just goblins. Those things are like humanoid cockroaches. Their barely smart enough to be considered sentient. And the dwarves fight well enough to take down a small tribe. Besides, goblins are stupid as hell. What harm can they do?_

(Famous last words)

Leo glanced at the sky from beneath her hood and frowned as another bout of lightning raced across the sky.

_When will this wretched storm clear?_ She thought grumpily.

A low rumble sounded.

At first she just assumed that it was the thunder, but then the rock beneath her feet shuddered ever-so-slightly. Leo's eyes snapped down to the ground, and then up as she searched for the source of the quake.

_It better not be another fucking rock giant!_

The reverberations slowed to a gradual halt, but now Leo was suspicious. She glanced around to double-check for any hulking masses of walking stone, but the coast seemed to be clear.

_Maybe that was the sound of a rock giant snoring?_ Leo snickered at the thought as she continued onward into the fog, clueless about the danger the company was now in.

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**Hehehe famous last words. Please leave a review!**


	13. Chapter 13

**Looooong chapter ahead! I probably won't be updating for a while since I have essays due in the next month. So this will hopefully hold you over until the.**

**Announcement: If you hare a DragonAge fan, pleeeeeease check out my story for DA Inquisition. It is located on my sister account, LilithiaWR!**

**STANDARD DISCLAIMER THINGY**

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Eventually Leo decided that the pathway was no longer directed to where she needed to go. Glancing up at the rock face, she studied the mountain for a good place to cut through to the other side. Coming upon a sloping mountainside that was not too steep, Leo took off her boots and placed them inside her pack, tightened its straps, and took a deep breath.

Letting it out, her body seemed to relax before her eyes snapped open gleaming a bright gold. She felt her fangs poke her lips, not enough to break skin but enough to feel uncomfortable. There was a brief flash of pain in her hands as her fingernails stretched and hardened, stopping at nearly two inches long and curling wickedly. They were sharp and they were strong.

As always, the transformation activated the curse that was embedded deep within the ink of her tattoos. The slave markings burned just as sharply as the day they had branded her, momentary agony lancing through every inch of her body that they touched.

By now Leo was familiar with the pain which accompanied the tattoos, though they were no less bearable. She gritted her teeth, her sensitive nose inhaling the faint scent of burning flesh, her large ears twitching at the barely-audible sound of her skin sizzling.

As the pain subsided to a dull ache, Leo began ascend the side of the mountain. Leaping up onto the side of the rock face, she slammed her hands into the stone, her claws breaking the surface and digging deep. She used all four limbs to climb the rock, her claws cracking the stone with relative ease. The hardest part was simply hauling body weight.

Eventually Leo reached the top of the mountain, balancing herself on the thin surface, a steep slope on either side of her. The claws and fangs retracted, her eyes darkening to brown once more, and the pain of the slave markings subsided. Carefully, so as not to tumble down the mountain, Leo replaced her boots, and began to cautiously slide down the other side of the mountain.

After a long, slow, and arduous descent, Leo eventually reached the bottom of the slope. She almost smiled as her feet touched down on the soft forest soil, pausing to inhale the scent of trees and grass. Glancing up at the sky, she was surprised to see that the clouds were clearing up, and that the sky was lightening in the east.

_Morning already?_ She wondered. The night had felt so long, and yet not long enough!

Brushing off the dust and debris that had collected upon her person from climbing the mountain, Leo began to make her way through the forest. The scent and sounds of the forest soothed her, calming the lingering frustration that the foolish dwarf king had flamed.

Leo allowed her mind to wander for a while, heading in the general direction in which she knew the Lonely Mountain to be located.

…_Wait._ She slowed to a stop, narrowing her eyes. _Where is the birdsong?_

At this time of morning the birds should already be up and about, twittering and flocking from tree to tree. It was too quiet. There was an unnatural stillness in the air, in the forest – no rustling in the bushes, no click of little clawed feet on bark, no swoosh of feathers in the winds.

Leo lifted her head and sniffed the air, turning her head to catch the downwind.

_Wargs!_

And where there are wargs, there are orcs.

Leo threw herself towards the nearest tree and deftly climbed into the upper branches. The scent was still quite a ways from her position, but there was no way that they could be here by accident. It must have been the same orc troupe that had tracked them down before Rivendell – Leo never forgot a scent.

Crouched upon the branches, Leo began to leap through the trees with practiced ease, only the faint rustling of the leaves denoting her path.

Soon enough she spotted them – large wolf-like creatures with square heads and a broad muzzles were prowling through the foliage, teeth bared as they tracked a scent. Ugly, twisted, monstrous excuses for men sat astride their backs, their gray skin scabbed and peeling, their scents stinking to high heaven.

Leo wrinkled her nose as the wind picked up.

_But how did they come to be here?_ She wondered. Shouldn't the orcs have lost the company's trail after their arrival in Imladris? She thought that the elves had finished the entire group.

A lone figure caught her eye, whiteness gleaming in the pale morning light. An enormous pale orc, astride an equally unusually large warg, both matching in their odd colorings and dangerous auras.

_They always say that the dog takes after its master, right?_ Leo thought with dark humor. _I didn't even know that orcs came in other colors. What's next, a purple one?_

An interesting thought, seeing as purple was her favorite color. But back to the situation at hand.

Leo carefully tracked the band of orcs as they made their way through the trees, sticking to the trees to keep the wargs from catching her scent, and being sure to stay far enough away so that no one heard the sounds of her movements.

_Looks like I won't be abandoning the stupid company after all._ She thought wryly. _I'm too fucking nice to let them be ambushed._

But as she thought about it, Leo found a way to justify her sudden benevolence – it wasn't the dwarves whose safety she wanted to ensure, it was the cute little hobbit. There, that was a better reason.

She didn't even know where the company was at this point. Obviously following the orcs was the surest way to find them, but warnings tend to be more useful _before_ the aforementioned attack. But how to warn them? Leo frowned and wracked her brain for a solution as she carefully followed the warg pack.

She nearly fell out of the trees, however, when an unexpected voice suddenly boomed in her head.

'_**Leo?!'**_

_Shit!_ Leo gasped as she jerked in surprise and slipped on a branch. She caught herself just as her feet dangled over the side, and she prayed that none of the orcs noticed. Although her tumble no doubt made noise, and with near-desperation, the woman hauled herself back onto the branch and retreated into a thicker patch of leaves that would hide her from sight.

'_The fuck!'_ She thought in reply to the voice. '_You nearly got me killed Gandalf!'_

'_Leo, where are you?'_ He sounded worried.

'_I'm fine.' _ She grumped. _'I just got into a fight with the royal asshat and left the company in a huff.'_

'_You sounded worried.'_

'_Ah, yes, well, you see… I might have stumbled across as orc pack.'_

'_What?!'_

'_Relax, they haven't spotted me yet.' _She frowned mentally. _'However it is no doubt the same orc band that hunted us before Rivendell. Which doesn't sit well with me.'_

Gandalf seemed to pause at that. _'Is it being led by a pale orc?'_

'_Yup.' _Leo quipped, tilting her head as she curiously studied the orc in question. _'I didn't know orcs could have white skin. Is he an albino, you think?'_

'_A question better answered after he is dead, my lady.'_

'_Well that goes without saying, istari.' _She snorted. _'Wanna tell me who he is?'_

'_Perhaps later. Preferably when we are not in immediate peril.' _She got the distinct impression that Gandalf was quite stressed.

'_Ugh, what went wrong now?' _She asked in exasperation.

'_There was a giant colony of goblins beneath the mountains.'_ Gandalf told her gravely. Leo felt a chill run down her spine._ 'I've rescued the dwarves, but we are missing the hobbit! I was hoping you were with him… but apparently not.'_

'_Goddammit!' _She snarled mentally. _'I swear, if those fucking dwarves got him killed I'll rip Thorin's head off!'_

Leo concentrated on Gandalf's presence within her mind, pinpointing his general location. To her surprise, it was not far off.

As if on cue, one of the wargs let out a bark, letting its rider know that it had caught the scent of their prey. The pack fell into formation, the wargs crouching lower and softening their footsteps, the orcs pulling out their weapons and grinning maniacally.

'_Oh thank the gods!' _Gandalf's voice sounded again. _'Bilbo survived and has rejoined the group.'_

'_Just in time.'_ Leo told Gandalf. _'The orcs have found you.'_

She felt Gandalf's attention shift, suddenly alert and on edge. But it wasn't because of the orcs… it was something else.

'_Bilbo…?' _She could feel the wizard scrutinizing the hobbit.

'_Bilbo? What about Bilbo?'_ Leo straightened up in alarm. _'By the Valar, Gandalf! Let me see!'_

And suddenly her vision went black momentarily as she felt Gandalf pull her mind into his, only to be replaced by the sight of twelve dwarves and a hobbit, gathered around a speaking lowly.

"_Why did you come back?" Thorin asked in that low, throaty voice of his, ever suspicious and ever cranky._

_Bilbo hesitated. Then he spoke, and as he did the words rushed out of him with genuine care and determination._

"_I know you doubt me; I know you always have. And you're right, I often think of Bag End." The hobbit shrugged, his fingers hooked in the pocket of his coat and twitching nervously. "I miss my books, and my armchair, and my garden. See that's where I belong. That's home."_

"_And that's why I came back." Bilbo glanced around at the dwarves. "You don't have one – a home. It was taken from you… But I will help you take it back, if I can."_

_And to her astonishment, Thorin glanced down with a lost look on his face. No mean or harsh comment, no sneering distaste. He almost seemed… abashed, would be the word she'd use._

_But for some reason, Gandalf was focused on Bilbo. Something was in his pocket..._

Leo felt Gandalf let go of her consciousness, and felt her mind snap back into her own head. After a fleeting bout of vertigo, she managed to shake off the after-effects and refocus on the situation at hand.

'_Aw, my sweet little hobbit.' _Leo crooned, before her tone turned serious. _'As much as I'd love to enjoy this touching moment, Gandalf, we have other problems. The orcs are on your left!'_

As if on cue, a loud howl sliced through the air, soon followed by more. Growls and snarls accompanied the wargs as they leapt over the ledge and down the mountainside after their prey.

'_Six warg riders, fifteen unmanned! You can't face these odds Gandalf – flee!'_

"Run!" Gandalf's voice boomed in the distance.

Leo waited until the orcs began to follow in pursuit before making her move. As three of the riders broke away to follow the wargs, she leapt down from the trees. She landed on top of one of wargs, right behind the rider. Before the orc had time to process what had happened, she was already drawing her blade across his neck.

Pushing the body away, she lunged forward, pressing her chest against the warg's back just as it began to buck. Ignoring the putrid smell of unwashed warg fur, Leo slammed her twin swords into its back, digging into the shoulder blades. The animal let out a pain roar and attempted the twist around and bite her, but Leo was already jumping off and darting for the remaining rider.

Without the advantage of surprise, attacking this rider would be much more difficult. Leo ran headlong towards the warg, throwing herself down just as it lunged. A forward roll and she was beneath the second warg mount. She brought up her blades as she came up, gutting the creature from neck to groin. She hardly winced as the guts spilled out right onto her, the warm blood splattering across her body.

Leo rolled away again just as the warg collapsed, the orc rider leaping away from his dead mount. With a snarl he swung his club at her, and Leo, still getting to her feet, was not quick enough to dodge.

The club slammed into her jaw.

_Crack!_

She let out a high-pitched scream as pain lanced through her skull, nearly sending her off her feet. Leo staggered back, just in time to avoid another swing from the orc.

_Get it together!_ She yelled at herself, just as she sensed another presence behind her. Leo ducked on instinct, the first warg that she had injured sailing over her head with a snap of his jaws.

The orc was already closing in for another attack before the warg even landed, and Leo threw her swords up just in time to block his blow. She dug her heels into the ground just as the club slammed into her blades, the force reverberating up her arms and into her chest.

She felt liquid bubbling up in her chest, and without thinking, she spat it in the orc's face. The orc flinched back as her blood hit his face, and it was just enough of a distraction for Leo to step to the side and trip the orc, right into the path of an oncoming warg.

The animal's jaws snapped down upon the orc instead of its intended prey, the orc flailing for a moment before falling still. The warg spat out the dead humanoid and began to circle Leo, nostrils flaring at the smell of her blood.

However she was not the only wounded one. She could see the warg limping with both front legs from the injury that she had inflicted upon it earlier.

The creature lunged, and Leo dodged. She grunted and spun on her foot, just in time to see the warg's body sailing past her. Her arm shot out, driving her blade into its left side, the perception of resistance and then penetration into the heart a familiar feeling for the former assassin.

She staggered back, watching as the warg groaned and then stumbled, colliding into the ground as dead weight. Taking a moment to judge her health, she lifted her hand and gingerly touched her face. She winced – yeah her jaw was definitely dislocated. She tried to open it, and let out a low snarl at the sudden flare of pain. Damn, that hurt like a bitch! Leo leaned over and spat out the blood that had accumulated in her mouth.

But the battle wasn't over yet.

Leo's attention turned to the cliff's edge, where she saw the dwarves beginning to climb the tress.

_A dead end._ She realized with dread. _And their still outnumbered. Shit. Gandalf, we could really use a miracle pulled outta your ass!_

She staggered forward and then broke into an awkward run, ignoring the slight dizziness that signaled a concussion. She sheathed one of her swords, using one hand to brace herself against the trees everytime the dizziness became too much.

The company was constrained to the trees, with packs of wargs circle below, snapping at their heels and clawing at the tree trunks. She felt Gandalf flare his magic, but it did not comfort her at this point. Leo attempted to run faster, but her head started to spin, and she doubled over as the ache throbbed.

_Dammit!_ She snarled inwardly as blood dribbled from the corners of her mouth. Looks like there would be no more acrobatics from her for a while.

The groan of a tree drew her attention, and she felt her heart stutter at the sight the trees up in flames, with one of the trees falling down to hang over the side of the cliff. Judging from the terrified cries, the dwarves were trapped on that particular tree.

Leo crept closer, thankful that the overall scent of battle and smoke would keep the wargs from smelling her blood-ridden form. She was debating whether to just say 'fuck it' and attempt to assassinate the white orc, when Thorin had to go be his stupid self.

The woman's eyes widened at the sight of the dwarf king _abandoning his comrades on the fucking tree_ and walk _straight towards the monster that wanted to kill him._ Perhaps he would have been able to defeat the large orc in battle, one on one (even then she doubted it), but while the humanoid was astride a giant-ass warg? And with a shield of fucking tree-bark? What kind of idiot _did_ that? (Apparently dwarven idiots)

It was a wreck, and she couldn't take her eyes off of it.

_The fuck is this guy thinking?!_ She thought angrily, briefly wondering if the stunted king had finally snapped and lost his marbles.

Who charges at a warg when it is leaping right at them? The thing was twice as large as Thorin!

As predicted, the dwarf was knocked down, and quite harshly from the loud _thud_ his head made against the ground. And just as Thorin stumbled back to his feet, the pale orc had reared around and slammed his mace into Thorin's shoulder.

Leo groaned at the dwarf's idiocy, shaking her head in disapproval. _Has he never heard of tactical retreat? Or even survival by common sense? This bitch._

The white warg whipped around and opened its great maw, snapping its jaw shut around Thorin. Leo winced at the sight.

_Oh he dead. He hella dead._

Her eyes caught movement, and she immediately snapped her eyes towards it.

_Bilbo! What do you think you are doing?!_ She caught her breath as she noticed the hobbit running to Thorin's rescue. No! Stupid git, he's easy prey for these creatures!

Leo carefully circled around the other orc riders, keeping low and to the shadows. None of them seemed to notice her movement, nor smell her scent. Perhaps warg blood splattered across her entire body covered it up? Regardless, she quickly found herself inching closer towards the pale orc's location.

As the orc leader ordered one of his men to take Thorin's head, Bilbo made his move. She held her breath as she watched him race to Thorin's rescue, throwing himself bodily into the orc grunt. Leo smirked.

The pale orc growled in frustration, and looked as if he was about to kill the hobbit in the most painful ways imaginable.

_Not on my watch._

Leo leapt from the shadows with a grunt, swing both swords at the white warg. She hacked into its hindquarters, slicing two deep gashes into where she knew its tendon to be. With a high yelp the warg went down, unable to support weight on its back leg.

Its rider snarled as he leapt off of his mount, landing to face her.

_Uh-oh._

This orc was twice as tall as her, far more muscular, and not nearly as injured as she was at the moment. And he was _very_ angry at Leo.

_Now I'm hella dead._

She couldn't help but admit he had pretty eyes though – _wow_, blood loss was definitely kicking in now.

Still, his intense gaze seemed to halt her thought process for a moment, keeping her frozen in place. Leo watched as his nostrils flared, inhaling the scent of her blood. A hungry grin stretched across his face, and the intent to kill etched into his features.

It was how a predator looked at its prey.

Hold up.

Nah, nah, nah.

Leo was _not_ prey. She was a _hunter_.

She lifted her gaze and fearlessly locked eyes with the white orc, giving him a feral grin that may or may not have had fangs. It was hard to tell with blood staining her teeth.

The challenge had been sent, and the orc was all for it.

They charged at each other just as the rest of the company manage to get their shit together and come to their king's defense. Another round of chaos broke out as the dwarves and one hobbit faced off against the orcs and the wargs. The clash of metal on metal, grunts of force and pain, the snarling and snapping of jaws filled the air.

Leo knew that she couldn't hold out much longer against the pale orc. Not in the state she was now. Still she persisted, growling in her chest as every blow that she blocked seemed to make her muscles scream in protest. She was tiring fast, and had already lost a fair amount of blood. The world had narrowed down to just her and the pale orc.

'_Help is here!' _Gandalf's voice rung in her head.

It was just enough that, coupled with her wounds, Leo flinched.

Suddenly she felt her entire body lit up with agony, and she screamed. Red clouded her vision, and without thinking, her eyes were golden, her teeth bared, and an animalistic growl escaped her chest as she swiped at the pale orc with her elongated claws.

To her satisfaction, they caught his neck, and she made sure to dig them in deep. The jugular bled fast and in volume, and it only took a second to coat her hand in blood all the way up to her elbow.

The pale orc howled in rage and pain, and kicked her in the chest, shoving her away. He backed up towards his limping warg, eyeing her with hatred.

He snarled at her, baring his teeth.

She opened her mouth to show her fangs and growled right back. The surprise on the orc's face was priceless!

A then a large shadow loomed over both of them, and glancing up Leo was shocked to see a giant eagle swoop down upon them, toppling a tree so that it fell right between Leo and the pale orc.

'_Quickly, Leo!'_ Gandalf's voice brought her out of the haze of bloodlust.

Blinking the gold away from her eyes, Leo turned to run away towards the wizard, but suddenly the world was spinning and the grass was rushing up to meet her.

On the ground, the woman glanced down to see that the pain she had felt earlier was a lot worse than she had thought. The pale orc had slammed his mace directly into her abdomen, its sharp points puncturing her torso in several places. The blood and the immediate bruising was certainly worrisome now that she thought about it.

_That's gonna hurt tomorrow…_ She thought absently, the darkness closing in on her vision. Leo barely noticed the giant talons gently wrapping around her and picking her up, only idly wondering why she felt the wind in her hair when she was supposed to be on the ground.

**{::..****. ҉ ****..::}**

Bilbo had expected a fair amount of new experiences when he had joined this quest, but flying was definitely not one of them. Well, so were half of the misadventures that had fallen the company in the past few weeks.

But flying nevertheless took the cake.

He felt exhilarated laughter bubble up within his chest, burst forth as his fingers gripped the soft plumage of the eagle's back. The wind whipped at his hair and his face, forcing the hobbit to squint his eyes. The ground sped by beneath them at terrifying speed, green and orange and brown and red blurring together. The sky was damp with moisture, kissing his skin like dew drops, and oh – _oh! –_ the sun seemed so _bright!_

It was like seeing the world for the first time, where everything was new and fascinating. Bilbo had never felt so alive, and he wondered briefly whether the eagles had some sort of magic of their own, to make him feel such unparalleled delight.

All too soon the eagles began their descent, the air warming as they dropped in height. Bilbo had not even noticed that his knuckles had gone white from gripping the eagle so firmly. The flock began to circle a rock outcrop, taking turns to alight upon its tip and deposit their passengers.

The first eagle to touch down was the one carrying Thorin. The bird carefully hovered above the rock – as much as any large bird was capable of hovering at least – and got as close to the stone's surface as he dared, carefully laying the injured man down.

Gandalf was next to dismount, hopping off of his eagle with practiced ease. The wizard immediately hustled over towards the dwarf king, sending a bit of healing magic into the king- just enough to wake him up.

And then the others followed, scrambling off of their eagles with far less grace than Gandalf had. Bilbo was one of the lasts to dismount, sighing despondently when he realized that he couldn't fly on the eagle for much longer. He was sorry to see the beautiful creature go.

However he couldn't deny that it felt good to have solid ground beneath his feet again (and yes, he check to make sure it was no stone giant). The hobbit plodded forward to join the group as the other dwearves helped their sovereign to his feet.

"You!"

Bilbo froze at the angry tone of Thorin's voice – directed at him, as always.

_Oh now what?_ He thought, thoroughly done with the king's constant badgering. He was starting to understand why Leo was always arguing with him.

"What were you doing?" Thorin demanded.

_Um… saving you?_

"What were you doing? You nearly got yourself killed!" Thorin spoke in a low, ominous voice. "Did I not say that you would be a burden? That you would not survive in the wild? That you had no place amongst us?"

Bilbo gulped and looked down at his feet, his mind racing, taken aback by Thorin's sudden hostility.

"I've never been so wrong."

The hobbit's head shot up in surprise, his mouth falling open.

"I owe you my life." Thorin spoke as he drew a near-catatonic Bilbo into a hug.

A _hug!_

The hobbit choked at the very thought. The other dwarves began to cheer, clapping for the little hobbit hero. Thorin pulled away and clapped Bilbo on the shoulder.

"I am sorry I doubted you." The king murmured with humility.

Bilbo shook his head. "No, no, I would have doubted me too." He stuttered with a shrug. "I'm not a hero, or a warrior… or even a burglar."

Gandalf chuckled at that.

The moment was interrupted by a loud _whoosh!_ They all turned to see another eagle draw closer, hovering just above the rock, but not yet approaching to land.

"Gandalf." They all jumped as a deep voice emitted from the eagles mouth.

"They can bloody talk?!" Ori exclaimed.

The wizard did not heed their questions as his eyes fell down towards the eagle's talons, and the fragile package that was held within them.

"There is much blood, istari." The eagle spoke. "I worry for her."

_Her?_ They all glanced at each other in question, before a few of them finally realized who the eagle must have been talking about.

"Leo?" Kili gasped.

"I thought she had left us?" Oin muttered.

Bilbo pushed past all of them, running to the wizard's side.

"Set her down, quickly!" Gandalf exclaimed, making shooing motions at the company. The dwarves all scrambled out of the way as the eagle flapped closer, the strength of his wings buffering them with gusts of strong wind.

The eagle drew closer to the rock outcrop than any of his brethren had, talons audibly scraping on the stone as he delivered his passenger. Bilbo gulped at the sight of the red which stained the eagle's talons, followed by the _thud_ of dead weight.

_Leo!_

Lying in a heap on her side, Leo's eyes were closed, her breathing ragged, and everywhere the hobbit looked, he saw red. So much blood! How was she still alive?

"My lady!" Gandalf rushed forward and bent over her, followed by Bilbo, and then soon the entire company was crowded around them.

The woman gave a wet cough.

When she turned her head up to face them, Bilbo felt his stomach drop. The left side of her jaw was swollen to an angry red, puffy and inflamed. Gandalf slipped an arm beneath her to prop her up a bit. Leo coughed up more blood at the movement.

She reached up to her jaw, bracing a hand on either side and–

_**Crack**!_

Everyone in the immediate vicinity yelped and cringed as she popped her jaw back into place, a few of them letting out small cries of horror. Leo growled deep in her throat and squeezed her eyes shut as she pain faded into a pulsing ache.

"Holy fuck!" Fili and Kili exclaimed at the same time, their hands flying to their own jaws as if imagining the pain.

Bilbo shivered at the sound. The woman opened and close her mouth a few times to make sure everything was where is was supposed to be, spitting out a few more globs of blood.

"Now that takes balls." Dwalin muttered, sounding impressed.

Gandalf's hand glowed faintly as he place it on Leo's jaw, sending healing magic in to heal the wound.

"You took quite a beating." The wizard remarked.

"Mos' off the bluh is no' mine." Leo replied, her voice slurred.

"But this is." Gandalf gently rolled her onto her back, revealing the giant bruised that spanned her entire torso, interspered with puncture wounds.

Bilbo tasted bile in his throat at the sight. Whatever weapon had been used had sliced straight through her leather jerkin like it was butter, the armor leaking blood like some perverse seave.

"Is no' deep…" Leo protested as Gandalf began to chant a spell or something, though her scrunched face told them otherwise. "Fuckin' albino."

Thorin froze at that, and then he was pushing his way through the crowd of dwarves, making his way to the front. He knelt next to the woman, his eyes briefly flickering over her injury before up to her face.

"Albino?" He questioned. "Did you fight Azog?"

Leo opened her eyes as looked at him with confusion. "Whah?"

"The pale orc!" Thorin stressed.

"'E has a name?" She slurred. "Mmhm, I fough' 'im. 'E was abou'ta tear affa the cute lil 'obbit ovah thah."

Leo winked at Bilbo. He felt his chest lighten at the sight. If Leo could keep up her snark, then surely she would be just fine.

"But…" Another voice interrupted, and they looked over to see that it was Bofur. "We thought you had left, lass."

Leo hissed as Gandalf's magic entered her system, first staunching the blood, and then beginning to knit the tears in her flesh.

"Questions later." The istari chastised them all. "Can't you see the poor woman can barely talk?"

"Thank Mahal! It's a miracle." Thorin muttered, but the small smile on his face told them that he was only joking.

Leo just flipped him the middle finger in response.

She would be fine, he told the company, after resting for a few days and with a lot of healing magic. Gandalf gathered the beaten woman in his arms, murmuring to her to go to sleep. There was no more that they could do to help Leo at this point but let her rest.

Breaking away from the dozing woman, the dwarves turned to look east, towards their destination.

Bilbo's eyes were drawn to a lone figure in the distance, and glancing around, he saw that the other dwarves were all staring at it with longing and wonder.

"Is that… what I think it is?" He began.

"Erebor." Gandalf finished for him. "The Lonely Mountain – the last of the great dwarf kingdoms of Middle Earth."

The hobbit's eyes flashed over to Thorin, noticing the dwarf staring at it with such vulnerability that he almost did not recognize the king.

"Our home." Thorin whispered.

**{::..****. ҉ ****..::}**

Leo opened her eyes, listening to the dwarves talk excitedly amongst themselves about the mountain. Her attention was drawn elsewhere, however, as her senses stretched across the land.

Magic was concentrated in that mountain – wild magic. Pulsating, like a heartbeat, _thud thud thud, _echoing across the land, shifting with the wind, whispering in the leaves, merging with the earth itself. It was a familiar sensation, one that Leo had not felt in so long that her heart ached at the sudden familiarity.

She tapped a finger on Gandalf's chest, drawing his attention.

'_I can sense him, istari.'_ She spoke mentally so as not to alert the others.

.

.

.

'_Smaug has awakened.'_

* * *

**End of Arc 1**

**Thank you for reading! A lot happened in this chapter and I'm really interested in hearing your thoughts! Please leave a review!**


	14. Chapter 14

**Um, sorry for the wait everyone! This semester of college was particularly brutal. However, since the start of winter break I have been tirelessly been working on my stories. So! A few announcements:**

**ANNOUNCEMENTS: ****My new sister account is LilithiaWR \- I created it in order to start organizing my stories by subject. Any fandoms that I have not already started a story for on LilithiaRW will be created on the other one. So far, my sister account already has a story for _Dragon Age _and _Avengers _(the movie version). So if you are a fan of either, please go check it out!**

**Anyway, the last few chapters have been so serious, no? (~_why so serious~_... I'll stop)**

**Fear not! This chapter shall return us to the awesome-sauce comedy goodness of the previous chapters! Now that Leo is back to her snarky self ;)**

**STANDARD DISCLAIMER THINGY**

* * *

Despite their quick getaway, they knew that the orcs would not be swayed from their pursuit, and wargs were notoriously clever trackers. By all rights, they should have ran as fast as they could until they reached the Mirkwood, however Leo's injuries hindered their travel, much to her own vexation. They had no ponies this time around, and so the company was forced to travel on foot. Leo, who was barely conscious for the next three days after her fight with the orcs, was carried by Gandalf most of the time, with one of the dwarves taking over whenever Gandalf became tired.

Leo was incredibly annoyed and frustrated by her handicap. Relying on others to care for her was a foreign concept, and made her uneasy and crankier than usual. Every morning and every evening she endured an intensive healing session with Gandalf, and then at night she was so exhausted that a warg could walk into camp and she would hardly notice – yet another thought that did not sit well with her.

Surprisingly enough, Thorin had yet to harp about her slowing them down. In fact, he had been incredibly civil to her ever since the orc attack – she almost missed his biting comments. At least then she would have something to distract her from the monotonous trek through the endless forest. The company had been tense ever since the attack and unusually silent most of the time, other than the occasional murmured conversation.

A week after the attack, Leo was able to walk alongside her companions, although they insisted on taking breaks quite often to allow her body to rest – much to her chagrin. Leo tried to tell the men that she was healing just fine, but they insisted on treating her like she was made of glass. As if she did not have enough reasons to be grumpy!

When she was finally capable of staying awake for longer than a couple hours at a time, she sat down with the company at dinner and explained to them what had happened after she argued with Thorin and stormed out of the cave. Her tale of stumbling upon the warg scouts was not nearly as exciting as what the men had to say, however.

Leo felt a pang of guilt when they told her about the enormous goblin colony that had festered beneath the mountains. She glanced at Bilbo, then to his sword. She had smelled the goblins when she had entered the caves, but she had not thought that the situation would be so dire! Normally, goblins lived in tribal colonies of fifty or a hundred, but the army of goblins that the dwarves described sounded terrifying – Balin had guessed that there were almost a thousand goblins living in the one colony!

After their tales had been exchanged, Gandalf shooed off the dwarves so that he and Leo could commence their nightly healing sessions. The younger dwarves grabbed their bows and quivers to go hunt some game, while Bombur began to prep a pot of boiling water above a roaring fire, and the other dwarves broke out some spare ale (how they managed not to lose the ale during their treacherous journey from mountain giants to the goblins to the orcs, Leo will never know).

Leo and Gandalf walked away from the camp, just far enough to be out of sight but within hearing distance. She winced and muttered curses as the kindly wizard helped her out of her worn tunic, still blood-stained and littered with rips and puncture marks as evidence of her battle with the orc known as Azog. A lot of gauze had been used to wrap the extensive wounds on her torso, and unfortunately Balin had run out of supplies the day before. Luckily they were past the point of risking infection, but the lack of proper care was certainly slowing down the healing process. Sweat plastered the fabric to her skin, causing it to peel off some of the scabbing on her wounds.

Gandalf tutted as he passed a glowing hand over her skin, soft green magic trickling from his fingers and alighting upon her back, seeping into the cuts and soothing the angry red marks. There was the faintest hissing as her skin slowly knit back together.

"You are healing well, young lady." Gandalf told her, looking over the red marks thoughtfully.

Leo snorted. "Young?" She asked incredulously, then chuckled. "Been a while since anyone has referred to me as such. Then again, I suppose you _are_ older than me."

"By an age at least." Gandalf quipped, making her chuckle some more. He gently prodded the puncture wounds on her back, testing the strength of the newly grown skin. "It would take a normal man months to heal this much."

Leo carefully wrapped the chest bindings around her breasts, Gandalf lending a hand when she had trouble reaching behind herself due to her injuries.

"I'm sure you have realized by now that I am no human." Leo muttered as she finished securing the bindings in place. "Nor am I an elf or – thank the Valar – a dwarf."

"Yes, I have been wondering about that." Gandalf murmured. "Your magic was my first clue, of course. No normal mortal can use magic such as you do."

"However, unlike you wizards," Leo began to tell him. "I am limited as to the type of magic I use."

"Which would be?" Gandalf queried.

Leo held up a hand and clenched her fist. A hissing sound began to fill the air, very soft at first, but soon grew in volume. After a minute, Gandalf noticed the grass turning a dead brown beneath her feet, water seeping from the leaves and congregating into a mist around her. Then Leo opened her palm, and the droplets condensed into large glob of water, hovering above her hand in the shape of a sphere, pristine and in constant motion.

"I can only use primal magic." Leo murmured. "Mind speech being the only exception, of course."

Gandalf frowned at the dead foliage around them. "Tis a rather dark way to use such magic."

Leo shrugged. "Magic is not inherently dark nor light. It all depends on how it is used."

"But stealing life from other forms?" Gandalf pointed out. "Such a technique would be quite deadly on the battlefield."

He knew from experience. It was the type of magic that Sauron's magic-users had wielded during the War of the Last Alliance.

"Not all of us can be heralds of the Light." She lowered her voice. "There are some who exist in the Grey, straddling the line between the Dark and the Light."

"And who told you that?" Gandalf mused.

"My father." Leo whispered.

"Oh." Gandalf didn't pry further, knowing that her father was likely just as dead as the rest of Leo's kind.

She picked up her dirty tunic from the ground, careful to keep one hand raised to keep the water from spilling. Then she held up the shirt and directed the water into the fabric. When the liquid re-emerged, it was no longer clear, but tinted with dirt and blood.

"It is quite a useful trick, however." Leo mused in a lighter voice as she dried her tunic by summoning out all of the water molecules and shook it out for good measure. She frowned at the more permanent stains from her blood, and the multiple tears and punctures, and sighed. "I'm still going to need a new shirt soon. This thing is literally falling apart."

Gandalf chuckled as he took the shirt from her hand and held it up for her. Leo dropped the glob of dirty water and poked her arms through their respective holes, allowing the wizard to tug the fabric over her head. Leo straightened and hissed at the sting of her muscles and the wounds on her back.

"I'm gonna kill that fucking orc…" She muttered as she rolled her shoulders and winced.

"I'm afraid you'll have to fight Thorin on that account." Gandalf chuckled.

They returned to the camp, eating a hearty dinner curtesy of Bombur of course, and then settled down for the night. Morning came early, and the company was quick to pack their things and move on, more than one dwarf glancing at the peaks of the Misty Mountains still looming behind them.

They crossed Anduin, the Great River, by midday, heading into the rocky crags which bordered the Mirkwood. This slowed them down considerably, as the terrain was hard to navigate for a bunch of clumsy dwarves and their injured friends. As night fell, they found a shadowed niche in the rocks to make camp in, but they dared not light a fire that night. The area was too open, with no trees to cover the smoke that a fire would emit.

The wind shifted, making Leo pause. More than one dwarf stopped to regard her thoughtfully as she sniffed the wind, Bilbo and Balin taking heed of her instincts. And though they wondered at her unusual abilities, none dared to question her about them.

"Wargs." Leo murmured. She turned to face the way they came. "A pack approaches."

"Already?!" Bilbo squeaked.

"How close do you think they are?" Gandalf asked her.

Leo shook her head. "I can't tell. The direction of the wind could have carried their scent from leagues away, or they could be right on our tale."

The men of the company frowned at that. The wizard then turned to Bilbo with that notorious twinkle in his eye. "We need someone small and agile to scout the area, then."

The hobbit gulped at that, already knowing what to expect.

Leo chuckled and patted Bilbo on his shoulder. "Don't worry, little one. You don't have to get close to them."

"Why is it always me…" Bilbo pouted as he dropped his pack next to the rest of their things.

The sound of their amused chuckles followed him as he jumped onto one of the rocks and began to back-track their route, careful to keep to the shadows.

He was not too far from the party of dwarves when he heard the tell-tale sound of growling and sniffing. He froze like a rabbit at the proximity of the predators, quickly darting into the shadow of an outcropping rock, and peeking out just in time to see the dark grey pelts of wargs glistening under the moonlight. At the head of the pack, gleaming in the night, was the pure white fur of the largest warg of all... and sitting stop it was Azog the Defiler.

_Yikes!_ The hobbit thought fretfully. _Too close for comfort! How did they catch up so fast?!_

Bilbo remained as still as stone as the pack passed by him, just far enough that they did not catch his scent. Still, even after the wargs had stalked away, he waited for another couple minutes before moving, and then he was scrambling to get back to the camp.

However, he was not three steps into a run before another growl reached his ears, again too close for comfort. The hobbit dropped into a crack between the boulders, freezing for a moment. When it became apparent that whatever was growling was not after him, he popped back up to look around.

Oh.

_Oh._

He felt his eyes widen like saucers as, only a league away, he spotted something near twice as large as any warg. Taller, thicker, and far more muscular, with a square-shaped head, and paws with long claws that would be able to take a man's head off with one swing. It stood on top of a large hillock, facing outwards towards where Bilbo had seen the warg pack, no doubt having caught the scent of the foreign creatures and had come out to defend its territory.

_Is that a bear?!_ He gulped. Not that he had ever seen a bear before, but it was certainly larger than a bear had any right to be!

The beast lifted its nose – and here the hobbit was reminded of Leo, not that he'd ever tell her that – and sniffed the air. Apparently deeming the wargs as a threat to its domain, the giant monster gave a small whuff, and then _roared._

Bilbo gritted his teeth as the roar echoed across the landscape, reverberating in his very bones, chilling and frightening. The ferocity behind the sound conjured up scary images of sharp teeth and claws, bone-crushing strength and ripping flesh. Smothering a whimper, Bilbo hopped back down into the cracks between the boulders and scurried back the way he came to warn his friends. Apparently, the warg pack was the last thing they needed to worry about.

**{::..****. ҉ ****..::}**

"How close is the pack?" Thorin asked Bilbo as soon as he rushed back into camp.

"Too close! Couple of leagues, no more!" The hobbit gasped. "But that's not the worst of it."

"Do the wargs have our scent?" Dwalin asked, worried.

Bilbo shook his head. "Not yet."

"Did they see you?" Gandalf sounded worried as well. "They saw you?"

"No, no." Bilbo shook his head.

The wizard looked pleased and turned to the others. "What did I tell you? Quiet as a mouse; excellent burglar material!"

"W-Wait!" Bilbo tried to speak over the murmurs of the company. "Listen!"

No one paid him any heed. Except, of course, for Leo. She stood by Gandalf's side, quickly noticing the hobbit's distress and narrowed her eyes as she concluded that his nerves were not from the wargs, but something else.

"Be quiet!" She snapped at the men. Obediently, the dwarves and wizard fell silent. Leo nodded at Bilbo to continue.

He flashed her a brief smile before his expression turned grim. "I'm trying to tell you that there is _something else_ out there."

The dwarves glanced at each other nervously at the ominous inflection of Bilbo's voice. Leo merely hummed thoughtfully while Gandalf narrowed his eyes.

"What form did it take?" He asked slowly, although his eyes were no longer focused on Bilbo, but thoughtful and slightly worried. "Like a bear?"

Bilbo did a double-take at the wizard, eyes widened in surprise. "Y-Yes!" He gaped at Gandalf's accuracy. "But bigger! Much bigger!"

_Bigger than a bear?! _Now Leo narrowed her eyes, glancing at the wizard with suspicion. The rest of the company stared at Gandalf incredulously.

"You knew 'bout this beast?" Bofur nearly stuttered. He turned to Thorin. "I say we double back!"

A low mumble ran through the company as the dwarves discussed the situation.

"We'll be run down by a pack of orcs!" One of the other dwarves protested.

Leo watched as Gandalf turned away from the troubled men and stared towards the forest. She tried to communicate with the wizard mentally, but found the way to his mind blocked.

"There is a house…" Gandalf began thoughtfully, the dwarves stilling at his voice. He turned back to face the company. "Not far from here where we might take refuge."

"Who's house?" Thorin challenged suspiciously. "Friend or foe?

_My thoughts exactly…_ Leo crossed her arms. Although she doubted that Gandalf would ever lead them to the house of an enemy.

"Neither." Gandalf answered the dwarf king. "He will help us or… he will kill us."

An awkward silence ensued until –

"Oh, well if that's all then _please!_ Lead the way!" Leo drawled with false cheer, giving the wizard a dry look.

Thorin sighed. "What choice do we have?"

"We can go _around_ the damn house and avoid a maybe-would-be-killer altogether?" Leo suggested sarcastically.

As if to purposefully undermine her statement, a loud and chilling roar filled the air, practically shaking the trees with its strength. Just from its sound Leo could tell that its maker was a giant creature, no doubt just as scary as one might imagine it to be. The whole party froze for a moment, glancing at each other fearfully.

_That is too fucking close…_ Leo gulped.

Suddenly everyone was scrambling to run, swiping up their belongings from the pile of packs on the ground and scrambling in the opposite direction.

"Come on!" Gandalf rushed them as they took off through the hills, past a meadow, and across a stream.

Another roar sounded, and they all stuttered to a stop as it came from a different direction altogether.

_Where is this damn thing? And how does it move so fast?_ Leo panted as Gandalf spun around and led them into a different direction.

They ran until they hit another clearing, this time a log longhouse visible in the middle, a trail of smoke rising into the sky, and surrounded by a wall overgrown with foliage.

"There it is! The house!" Gandalf gasped. "Run!"

Idly, Leo noticed the portly Bombur overtaking everyone else despite his size, and would have laughed at the sight of him running if she had any breath to spare. _The big guy is rather fast when properly motivated._

She didn't stop to think of _why_ the gate to the garden would be open, just thanked the Valar that they were. The dwarves practically slammed against the doors of the house, banging on the wood and yelling for someone to let them in.

"The lock is right here you idiots!" Leo hissed as she lifted the lock and kicked the doors open.

The dwarves poured inside, the woman subconsciously counting each of them as she did. Another roar lit the air, this time nearly right behind them. She whirled around to see an enormous figure burst through the trees at the edge of the clearing, quickly gaining ground.

_Is that what I think it is?!_ She felt her eyes widen like saucers. Gandalf was the last to pass her by into the house, grabbing the stunned woman by the arm and yanking her through the entrance.

Just in time, too, as beast rammed into the doors, making the wood creak and groan. The dwarves pushed back, putting their bodyweight behind it. Bilbo, to her amusement, went so far as too draw his letter op- er, sword. It would have been useless against the creature, but hey, it's the thought that counts, right?

"C'mon!" Dwalin yelled to the others. "Heave!"

The pushed back against the great beast, its snarling jaws visible between the doors. Leaving Gandalf and Bilbo to stand back, Leo went to join the rest of the men, adding her own strength behind the doors, and – in a moment of inspired mischief – reached up to smack the creature on the nose.

The beast jerked back and made a confused grunt, and it was just enough for the dwarves to finally push the doors shut, Gandalf coming up behind them to drop a large wooden bar to lock them shut.

"W-What is that?" Ori panted as they all carefully stepped away from the door, eyeing it as if it would burst open at any moment.

"That," And here Gandalf looked a mixture of nervous and amused, "Was our host."

The company stared at him for a moment in disbelief. Leo, however, had the opposite reaction.

"Are you fucking kidding me?!" She rounded on the wizard, her infamous temper flaring. "A fucking _skinchanger_?! Are you trying to get us killed, istari?!"

Gandalf opened his mouth to reply, but she cut him off.

"Do you realize how territorial shifters are?!" Leo exclaimed. "And we've walked into his fucking home!"

"Leo, m'dear –"

"Not to mention _them_!" She motioned with her arm at the crowd of dwarves behind her. "Skinchangers hate dwarves! That's two strikes already!"

The dwarves muttered amongst themselves, slightly offended. Then Leo gasped as a thought occurred to her, soon followed by a groan and she put a hand to her forehead. "Not to mention we led a company of _orcs_ straight to his doorstep! Shit, shit, shit."

Finally Gandalf just whacked the woman in the head with his staff to get her to shut her mouth and listen to him. Leo yelped, and rubbed the side of her head as she glared at him.

"His name is Beorn." Gandalf told them, and then raised his head to address the rest of the company, who had barely understood a word Leo had said because she had been talking so fast.

"He's a skinchanger." He informed the dwarves. "Sometimes he's a huge black bear; sometimes he's a great strong man. The bear is unpredictable, but the man can be reasoned with."

The wizard began to lead them further into the longhouse – although it was more like a barn than a house. The main room was lined with stalls for ponies and cows, goats were roaming about without confinement, and various cats and dogs bounded up to greet them. Surprisingly, the place did not smell like manure, however that was probably the only redeeming quality in Leo's opinion.

"However," Gandalf glanced pointedly at Kili and Nori, who were already exploring the house with their grubby fingers. "He is not overly fond of dwarves."

The two younger dwarves gulp; Kili placing a wooden carving back onto the shelf he had found it on, and Nori sullenly replacing a shiny crystal that he was no doubt intending to steal.

The sounds of disgruntled growling grew fainter from the doorway, and Ori practically sagged in relief. "He's leaving!"

Ori's oldest brother dragged him away from the door. "Come away from there!" Dori exclaimed. "It's not natural, none of it! He's under some dark spell!"

"Hush, you fool." Gandalf shook his head. "He's under no enchantment but his own."

Dori gave the wizard a distrustful look as he passed by the two brothers.

"He's right, y'know." Leo pointed out to the dwarves. "We live in a world of magic. Wizards, elves, dragons… are skinchangers really that surprising?"

"Tis not natural!" Dori repeated with emphasis.

The woman smirked. "Some would say the same about a flying lizard that can breathe fire, no?"

"That's not natural either." Dori grumbled. Leo laughed at that.

Gandalf sighed and removed his hat, laying it down carefully on one of the countertops in the kitchen area. "Right then," He yawned, "Get some sleep, all of you. You'll be safe here tonight."

Only Leo, with her oversized and sensitive ears, heard Gandalf grumbled under his breath, "I hope."

_That doesn't make me feel better, wizard._ She frowned as she found a nice and fluffy pile of hay to curl up in. She did not fall asleep, however. The adrenaline kept her awake, the points of her ears twitching every time a dwarf shifted or snored, her eyes glued to the moon shining through a high window. Her back and her injuries ached from the running, but she was pleased to note that nothing had torn open, and the scabs had held nicely despite the stress of the day.

Leo closed her eyes and breathed in and out, slowly and deeply. She knew that she would get no sleep tonight, however after years of dealing with bouts of insomnia, meditation worked just as well.

**{::..****. ҉ ****..::}**

_Click._

Bilbo's eyes shot open at the sound of the door opening and closing softly.

He rolled over to see a tall figure walk in, taller than any man he had ever known, and more muscular than any of the dwarves. He looked to be as tall as three hobbits put together! In the dark Bilbo could see shaggy, spiky hair surrounding the man's head, attached to an impressive beard, and – was that a _mane of hair_ down his back?!

The bear-man paused and sniffed, making Bilbo freeze up. Then he spoke in a low tone, a deep, rumbling voice like thunder in the distance.

"_Malath a'mon."_ His tone sounded like a greeting. The giant turned around, the moonlight that filtered through the window hitting his face. Bilbo caught a glimpse of a surprised expression on the man's face. _"Dahtre ne khan… Com'ador Leonora."_

"_Malath su'rah." _Came a soft female voice.

Bilbo's eyes widened when Leo stepped out of the shadows, fearlessly approaching the man that was twice her size. To Bilbo's increasing surprise, the giant gave a small bow in her direction.

"_Ashan!" _Leo shook her head and waved her hand in a scolding manner to the giant, gently placing her hand on his shoulder and pushing him up. A small smile was visible on her face. _"Nator 'ri na?"_

It seemed to be an invitation, as the giant nodded and followed her back outside. Bilbo leapt to his feet and scurried over to the nearest window. He frowned, noticing that the window's ledge was well above his head. He glanced around, his eyes alighting upon a spare barrel with interest. Pushing the barrel up against the wall next to the window, the hobbit climbed up onto it and peeked outside.

Two figures stood in the garden, Leo's form looked like a child from a distance by the way she was dwarfed by the sheer height of the bear-man. They stood an arm's length apart, not close enough to suggest intimacy, but their body language told Bilbo that they must have been conversing about something serious. The moon was bright that night, and if he squinted hard enough, he could make out their facial expressions.

Leo looked… sad.

Bilbo scrunched his nose at that.

The rumbling of the bear-man's voice carried across the garden, but no words were discernible, and Bilbo guessed that it would have been in another language anyway. The two stayed outside for almost an hour, before they finally turned to head back into the house.

Bilbo scrambled down from the barrel and darted back to the patch of hay that he had been dozing in, practically throwing himself down into the dry grass just in time to hear the door's lock slide open. He curled up with his back towards the door and squeezed his eyes shut, listening to the sound of the door opening, the soft sound of footsteps, and then finally silence.

The hobbit bit his lip, thoughts spiraling with confusion until he fell into a deep slumber.

**{::..****. ҉ ****..::}**

"So you are the one they call Oakenshield." A deep voice spoke over a rather mute breakfast table. Beorn the Skinchanger poured a fresh jug of milk for his guests, glancing over the array of dwarves gathered before him.

Thorin was sitting apart from the others, brooding as usual.

"Tell me," Beorn glanced over at the dwarf king. "Why is Azog the Defiler hunting you?"

Thorin glanced up sharply. "You know of Azog? How?"

Bilbo was probably the only one that noticed that both Beorn _and_ Leo tensed up at that.

"My people were the first to live in the mountains, before the orcs came down from the north." Beorn told them in a grave voice. "The Defiler killed most of my family."

Beorn held up one of his arms, showing off an old, rusted manacle, still sturdy despite its age. "But some he enslaved."

Bilbo glanced sharply over to Leo, noticing her eyes glued to Beorn's shackle, an unreadable expression on her face. The tension in her shoulders betrayed her, however.

"Not for work, you understand," Beorn continued, drawing the hobbit's attention back to the giant. "But for sport. Caging skinchangers and torturing them seemed to amuse him. Holding our wives and children hostage, pitting us against each other, fighting to the death against our own brothers..."

By now the dwarves had all but forgotten their meals, a testament to the attention that they paid to the bear-man in that moment. Beorn's face was expressionless. One might even believe that he was unaffected by his story, if it wasn't for the near-imperceptible growl that rumbled from his chest.

An entire race of men that couple change into animals? He had never heard of such a thing! Bilbo swallowed and mustered up his courage before speaking up. "There are others like you?" He asked, carefully avoiding a glance at Leo.

Beorn closed his eyes and turned his face away from the company, the only display of emotion that they had seen on the bear-man all morning. "Once there were many."

When it appeared that Beorn was not going to elaborate, Bilbo pressed, "And now?"

Beorn sighed, and turned back to face the hobbit. "Now there is one."

The hobbit scrunched his nose in confusion and glanced at Leo, whose expression still betrayed no emotion.

Beorn set the jug of milk down on the table and took a seat at the head of the table. "You need to reach the mountain before the last days of autumn?"

"Before Durin's Day falls, yes." Gandalf nodded in confirmation.

"Then you are running out of time." Beorn informed them, as if they did not already know.

"Which is why we must go through Mirkwood." Gandalf told him.

Both Leo and Beorn frowned at that.

"This might be an unpopular opinion," Leo suddenly spoke up, drawing everyone's attention. "But I'd rather we did_ not._"

Beorn nodded in agreement with the woman. "A darkness lies upon that forest. Foul things creep beneath those trees."

"Foul indeed," Leo nodded sagely over her cup of tea, "Nasty things, those elves. Bloodthirsty vegetarians I tell ya."

Beorn gave her a dry look.

"What?" She asked in confusion. "Were we not talking about the wood elves?"

"No." Beorn stated simply.

Leo huffed as she stirred her morning tea. "Well, include them on your list of 'foul things'. The elves of Greenwood are notoriously ill-tempered."

"That place has not been known as the 'Greenwood' for some time, _ma khana._" The bear-man informed her.

"Hush that, you." Leo tutted as she furrowed her brows. "For how long?"

"A few centuries, at least." Beorn replied, an amused expression stealing across his face at Leo's bafflement.

"Ai! Have I been away that long?" Leo's eyes widened. "Gah! I'm getting too old for this shit…"

"Yes, you are." Beorn agreed solemnly.

Leo sent him a nasty look. "That's not the correct answer! When a woman complains about her age, you're supposed to reassure her of her youth!" She pitched her voice low in a sad imitation of a man's voice. " 'No honey, you don't look a day over twenty! Just as beautiful as the day I met you.' Ugh! Men…"

"But I met you yesterday –"

"That's not the point, dammit!"

_At least Leo is back to her old self._ Bilbo thought in amusement.

* * *

**Like I said in before, please go check out my other FF account LilithiaWR! I've got some more awesome stories over there if you are a fan of _Dragon Age _ or _Avengers_!**

**Also, please leave a review! The more reviews I get, the faster I update (for real this time, 'cause I'm already working on the next chapter for this story).**

**~Lilithia**


	15. Chapter 15

**I should have said this after Arc 1 ended, but just to reiterate: ****The story will start to deviate from canon from now on.**

**The main plot and stuff will remain the same, but I will be adding stuff to Middle Earth history and myth, etc. (as if Middle Earth lore isn't already complicated enough haha).**

**I DON'T OWN THE WORKS OF MIDDLE EARTH**

* * *

"Before you enter the Mirkwood, however, there is a matter of grave concern." Beorn told the table as they finished of their breakfast and began to put away their dishes. The giant turned to address Gandalf, "There is an alliance between the orcs of Moria and the necromancer in Dol Guldur. I would not venture there except in great need."

_Dol Guldur_. Leo curled her lip at the name. An old and haunting name if there ever was one. No matter how many times the forces of Light purged the place, it always seemed to fall back into the hands of Darkness. During the War of the Last Alliance, it had marked the furthest point that the dark forces had managed to conquer of the middle kingdoms.

_And now a necromancer?_ She tapped her fingers in thought, watching as her sharp tips indent the wood of the table ever so slightly. Necromancy was a rare thing – not only was it the darkest form of magic, but it was incredibly rare. It required an iron will and an impenetrable mind, and most who attempted such spells were consumed by the evil spirits that they called from the beyond. Those who managed to survive their first forays into necromancy still required centuries of practice before becoming a fully0realized necromancer.

_The necromancer in Dol Gulder must be incredibly ancient to be as powerful as he is said to be_. Leo thought she sipped her tea, savoring the bitter flavor as she mulled over her thoughts. _Perhaps existing since the age of the Great War. If that is true, then why have I not heard of him? Surely he was one of the servants of the Dark One?_

"Then we'll take the elven road." Gandalf's voice interrupted her musings, "That path is still safe."

Leo promptly spat out her tea.

"_What?!_" She spluttered with a cough, glancing from Beorn, then to glare at the wizard. Thorin was also giving Gandalf a dirty look the moment he mentioned the E-word.

"Safe?" Beorn scoffed. "The Wood elves are not like their kin. They are less wise, and more dangerous… But it matters not."

Now Thorin spoke up. "What do you mean?"

"These lands are crawling with orcs. Their numbers are growing, and you are on foot." The bear-man said forebodingly. "You will never reach the forest alive."

"Thanks for the vote of confidence…" Fili muttered next to Leo.

Beorn stood up, his tall figure literally towering over the entire company. "I don't like dwarves." His voice was low and gravelly. "They're greedy, and blind to the lives of those they deem lesser than their own."

The bear-man rescued one of his white mice from the annoyed shooing of one of the dwarves at the table, picking it up and cradling it within his huge hand. He stopped in front of Thorin, staring down at the exiled king with an unreadable expression. Leo was the only one who remained relaxed, as the rest of the company tensed, ready for a fight.

"But orcs I hate more."

The entire room seemed to release a collective sigh of relief.

"I will help you." Beorn dipped his head respectfully towards the exiled king.

**{::..****. ҉ ****..::}**

They opted to stay another night at Beorn's house, waiting to see what the orcs would do now that the company was out of their reach. Gandalf was hoping the orcs would leave out of fear of Beorn, but Thorin and most of the others in the company knew that Azog would never give up that easily. However the extra day of rest was welcome, and despite their goblin problem in the mountains, the company had made good time to have come this far so early in the fall.

Dinner was a fine affair, with farm-fresh vegetables and dairy, and large helpings of meat (thanks to Beorn's bear-like appetite). This came as no small relief to the dwarves, whom had worried that Beorn's familiarity with the animals might result in a more elven-oriented appetite.

"_Meat!_" Leo, Kili, Fili, and Gloin had all cried out in simultaneous joy when the feast had been revealed to them.

Bilbo had watched in fascinated horror as the dwarves and the woman engorged themselves on a rack of venison. Much to his surprise, Leo was the worst of them. She tore into the ribs like a half-starved carnivore, foregoing utensils altogether and using her hands to grab the ends and leaned forward to bite into the meat. Her teeth glinted briefly in the light, and he swore that her canine teeth had elongated into fangs. Bilbo blinked, and the illusion was gone.

_Not one bit a lady._ Bildo thought in exasperation as Leo reached for her fifth helping of ribs.

"No'fense," Gloin glanced apologetically towards Bombur, speaking with a full mouth. "Buh we was gettin' tired of stew all tha time."

Bombur just agreed with a shrug, while preoccupied tearing into a plate of sausage and mashed potatoes. Beorn looked amused at the voracious company, while the hobbit and Gandalf exchanged sympathetic glances, shaking their heads at the rest of their rowdy comrades.

As the shadows shifted and grew, and the light faded from yellow to orange, Beorn stood and glanced out the windows. The group paused in their merriment to regard the skinchanger.

"It is time." He murmured, turning and marching towards the front door. "Best get some rest now. Lock the door behind me."

With that, the doors swung shut, slamming together with a _bang!_

There was a moment of awkward silence, before Gandalf rapped his staff on the floor.

"Right then!" The wizard waved his hand and the cutlery began to float upwards. "Time to clean up and go to bed!"

"H-Hey!" Kili whined as their plates flew to the kitchen area and began to wash themselves. "I wasn't done eating!"

"Guess you are now." Fili chuckled as he slapped his brother on the shoulder.

The younger twin grumbled under his breath and moped as he followed Fili towards the hay pile they had slept in the previous night. The rest of the dwarves followed suit, piling into the mounds of sweet-smelling hay, curling up and quickly falling into a deep sleep, their snores reverberating throughout the longhouse.

The wizard was already pulling a cushioned chair up to the fireplace, where a low kindle was still burning. He seated himself facing the fire, the back of the chair facing the rest of the house, and the only visible part of him being the stray wisps of grey hair which fluffed a bit due to the humidity of the night. Gandalf began dozing off as his body slouched and his mind began to fog with sleep.

Bilbo couldn't help but notice that Leo was the only one who did not immediately get ready for bed. She stayed seated at the table for a long while, one hand loosely curled around a mug of ale that Beorn had provided them at dinner (where the bear-man even got ale this far out in the country, Bilbo could not fathom). Apparently, Leo had caught her mug before it had floated away with Gandalf's spell.

The hobbit quietly padded over to her side and clambered into the chair next to her. Leo's eyes flicked over him, but otherwise she did not move to acknowledge him. After a moment of silence, Bilbo cleared his throat.

"Um, Leo," He questioned, "Why aren't you going to bed yet?"

She sighed, her eyelids drooping but not closing. One finger idly traced the rim of the ale mug, making small circles so lightly her finger may not have been touching the surface at all. She held Gandalf's pipe in her other hand – Bilbo guessed that she had swiped it from him at some point after dinner.

"When I was little," Leo murmured, "I loved stories. My siblings and I would curl up with our father and listen as he told tales of great kings and queens, warriors and rogues, sorcerers and witches."

Bilbo stared at Leo, giving her a small smile. "I can't imagine you as being little." He chuckled, attempting to imagine a little girl with Leo's cranky expression plastered on her face.

Leo chuckled and took another sip of her ale, holding up the pipe and snapping her fingers. Bilbo jumped as a small flame jumped up on the tip of her thumb, flickering playfully. Lazily, Leo brought the pipe to her lips and lit it with the flame that she had conjured.

"Wha… Since when can you do that?!" Bilbo gasped softly.

The woman shot him an amused look. "Oh, always. I just don't flaunt my magic as much as Gandalf does."

"I mean, I knew you could do magic, but…" Bilbo shook his head, at a loss for words.

Leo exhaled, eyes staring at the smoke as it curled into the air. "I can do many things, Bilbo." She murmured. "You haven't seen the half of it."

Bilbo watched in amusement as Leo twitched her fingers, and suddenly, the smoke was coalescing into shapes.

"Once upon a time, there was a great kingdom," She murmured, and the smoke began to take shape. "A land of magical people and beasts of all kinds, of floating palaces, living earth, and eternal twilight. In this world, there were gems of immense power, known as Soulgems, and were said to have been created from the soul of a dying star. Each had their own unique and terrible power. Due to this, the gems were separated, and hidden at the farthest ends of the earth.

Now there lived a mighty king, and his best friend and trusted advisor, a wizard of immense power and intelligence. The royal family were the guardians of one of these legendary gems – theirs was a gem which gave its user the ability to control the minds of those around them. It was kept a secret from all but the closest members of the royal family and their counsel, and it had been kept locked away for eons.

But then came the great betrayal. The wizard – close friend and advisor to the king – became corrupted by greed and hunger for power. He stole the Soulgem, and slew the queen when she attempted to stop him, and then he fled to kingdoms beyond the horizon.

The king searched for years, but he never found any sign of the traitorous wizard. Just when he had given up, the wizard returned, malformed and half-mad from using the powers of the Soulgem. The wizard claimed to be serving a dark god, and in its name, he killed the king and enslaved the people of the kingdom."

The smoke showed a blackened figure, something bright white in his hand and holding it aloft as he stood over the shape of a dead body. Beneath it, dozens of smaller figures writhed and faltered, before finally bowing before him. Leo cupped her chin in the palm of her hand, leaning her head to the side to regard the hobbit finally. Bilbo leaned in, eyes wide and curious.

"Then what happened?" He asked in an awed whisper, gaze glued to the smoky images.

Leo took another puff of the pipe, exhaling and continuing her story, "The king and queen had been slain, but their children had survived. There were three: the eldest, a boy, and two younger sisters.

After being enslaved, the bloodline was lost, and the children disappeared into the ranks of the dark army. The little princesses were too young to remember much, but the prince remembered everything. And in the darkness of internment, the boy's hatred festered and grew. Nothing else mattered to him but vengeance, and he trained in magic and body to become strong enough to defeat the evil wizard.

Finally, the day came when he got his wish. The traitor wizard was visiting the boy's army camp during one of its campaigns. The boy, now a man, broke his chains and unleashed his powers upon the wizard, their magic clashed, destroying everything around them as far as the eye could see, wiping out every tree, animal, and person. And after hours of fighting, the prince finally emerged victorious.

He cut off each of the wizard's limbs, demanding that the man return what he had stolen. But the wizard had already passed on the Soulgem to his dark god. 'You can kill me,' the traitor spat, 'But you will never save your people.'

Enraged, the prince clawed out the man's heart, crushing it within his hand. But in the silent aftermath of the battle, the prince realized that the wizard had been right. He had taken almost as much damage as the wizard during their battle, and could already feel his life slipping away.

And so the prince fell."

Once again, there were two figures in the smoke, one dead on the ground, the other standing above it. The standing figure dropped his sword and grasped at his chest, shuddering as if coughing, before falling to its knees, and then on its face.

Leo waved her hand through the smoke, erasing the images with a sigh.

Bilbo blinked as if coming out of a trance. "W-Wait! That can't be all, can it?"

Leo gave him an apologetic look. "Not all stories have a happy ending."

Bilbo crossed his arms, a frown etched deeply onto his face. "Then why bother telling it?" He grumped, "Now I'm just depressed."

"Oh little one." Leo smirked and patted his head, ruffling the curls.

She stood and picked up the mug and pipe, walking over to the kitchen area to wash them. Bilbo watched her with an ever-increasing sense of curiosity.

"Leo?"

"Hm?"

"Was that story… just a story?" Bilbo twiddled his fingers nervously. "Or was it –"

Leo's chuckle interrupted his sentence. She walked back over to him, all the while making a shooing motion with her hands.

"It's very late." She told him in a scolding tone. "Best get to bed, now."

_But you were the one who kept me up!_ Bilbo wanted to whine, but he wordlessly slid out of his chair and began to walk over to the hay piles of hay, where the shadowy forms of dwarves snored in the dark.

He paused when he noticed that Leo was walking in the opposite direction.

"Where are you going?" He asked her.

"For a stroll." She said over her shoulder.

"But it's –"

"Dangerous?" She glanced back at him with a smirk on her face. "Don't worry, little hobbit. I am more dangerous than anything else out there."

He did not have further room to comment before she had slipped through the double doors of the longhouse, somehow avoiding the creaking of its hinges or the thud of the door shutting. Bilbo frowned, but reluctantly turned to crawl into a bed of hay.

Leo could take care of herself.

_Even so, I just wish she'd let others help her anyway._

**{::..****. ҉ ****..::}**

_Well, that got a little too deep, now didn't it?_ Leo thought to herself as she wondered past the garden gates and found herself hip-deep in grass. She shuffled through the meadow without a sound, swaying with the wind and stepping lightly to cover her tracks.

She tucked stray braids behind her ears, allowing the elongated tips to poke out and twitch back and forth as they registered every minute sound around her. Leo lifted her head and sniffed the air, waiting for the wind to pick up before following the scent.

The forest was far more lively at night than in the day. Her eyes flashed iridescent as they reflected the faint moonlight, catching glimpses of scales and fur as little creatures fled in her wake, going still when they registered her presence, snuffling at her strange scent before darting away. Her footsteps were silent as she kept away from stray twigs and braches and stayed on the soil or hard rock.

She entered a portion of the forest that was unnaturally still and froze.

Leo sniffed again, eyes flashing as a large body came crashing through the underbrush towards her, accompanied by a guttural growl and short roar.

She leapt out of the way just in time, rolling to a stop and coming up to face the beast. She bared her fangs and snarled, flexing her hands as her claws elongated from the tips of her fingers.

"_Beorn!" _ She snarled through her canines, _"Tardí nast!"_

The giant bear paused, still glaring at her but no longer charging. Instead he began to circle her, eyeing her warily and bobbing its head as if to communicate. Leo closed her eyes and extended her mind.

'_Beorn.'_

She felt his mind pause and twist as the human part came to the fore.

'_Ma khana.'_ His mind's voice was, if possible, deeper than even his human voice, gravelly and a bit slurred. His ability to think like a human while in animal form had probably waned without another shifter to communicate with. '_Why here?'_

'_Just out for a walk.'_

The bear across from her snorted and shook its head. _'Lie.'_

'_Fine, fine.'_ She sighed and began to sniff the air again. _'I wanted to locate our orc friends and spy on them a bit.'_

'_Why?'_

'_Cause I want to.'_ Leo snapped, instantly regretting it. She had less control over her emotions the more feral she became.

'_I follow.'_ Beorn ambled closer to her and nudge her shoulder with his wet nose.

Leo nodded and led the way, following her nose and ears to find her prey. It was not that hard, as orcs reeked to high heaven and wargs were notorious for snoring when sleeping. Honestly, one would think that they were not even bothering to hide at all.

She climbed onto the rocks above them, and felt her hackles rise at the sight of a large white orc walking between the sleeping forms of his men.

'_Attack, ma khana?'_ Beorn asked her, reading the tense line of her shoulders.

'_No.'_ Leo pulled back and inched away from the outcrop. _'You go around and walk the perimeter of your territory. Make yourself seen. But do not engage them.'_

'_Yes, ma khana.'_ The bear backed away and snuck down the hillside, circling the orc campsite until he was once again on his side of the forest. Then the bear walked into the line of sight of the orcs, just far enough away not to be deemed a threat, but still close enough to worry the orcs.

She could smell their fear spike in the air, notice as the orcs stilled and stared at the giant bear anxiously, murmuring nervously among themselves. The murmurings woke those whom had been asleep, and soon the whole group of orcs were awake and watching the large shadow of Beorn pace the hilltops across the stream.

Leo used the distraction to her advantage and slid down the side of the hill she had been spying from, sliding down the hill and taking cover behind a large cluster of rocks. Now she was close enough to hear them.

"Drepa avhe vok filavh while avheausan ukleep!" One of the orcs growled as it approached Azog. Something about 'dwarf filth', but that was all she caught.

_Haven't heard Black Speech in a long time… _Leo frowned. _Might be a little rusty at the translation…_

"Nar!" Azog cut off his underling.

_That means 'no'._

"Avhe beaukav ukavanduk rog!" Azog continued. "Kulknej liwo drepa avhem par avhe paavh."

_Beast… guard... They must be talking about Beorn._ Leo narrowed her eyes as she translated the second sentence in her head. _Ambush us on the road, huh?_

She jerked as the quiet of the night was shattered, the sound of breaking wood and creaking trees hailing the newcomer. Leo withdrew further into the shadows of her hiding place, narrowing her eyes as the scent of more orc and warg reached her nostrils.

A large warg, almost as large as the white creature Azog rode, leapt out of the trees, with an equally unusually large orc astride its back. Leo did not fail to notice that this new orc resembled Azog in body structure, and even faintly smelled similar. They were related somehow. Interesting.

"Theausan ayh gaavheraumn shal dol guldur." The messenger told Azog without bothering to salute what Leo was sure to be his commander. "Avhe maukavas hauk ukummonun lat."

_A gathering in Dol Guldur?_ Well, it confirmed the information that Beorn had already told her and Gandalf. _And this 'master' must be the necromancer._

She could tell by the tension in Azog's shoulders that he was _not _happy with this new development. The white orc growled, glaring at the messenger with hateful eyes. Finally, he released a mix of a huff and a growl as he turned away and began growling orders to his men.

The orcs did not travel with much, so they simply kicked dirt over the embers of the fire and leapt on to their warg mounts. In less than five minutes the orc company was ready to go, with Azog and the messenger taking the lead.

A quick word from Azog, the wargs leapt into motion, crashing through the forest without any subtlety at all. She saw the figure of Beorn pause across the stream which marked his territory, but when he realized that the warg pack was headed away from his domain, he retreated back into the trees.

Leo jumped out of her hiding spot and darted across the creek into Beorn's territory. Beorn was there to greet her not long after, sniffing her for any sign of injury. She patted his giant head, wordlessly assuring him that she was fine.

_A gathering of orcs in Dol Guldur and an urgent summon from 'the master'._ Leo frowned as she and the skinchanger quickly made their way back to his house. _Gandalf will not be happy about this._

* * *

**I'm sorry I'm taking so long to update all the time. A big 'THANK YOU!' to all my readers and especially those who leave a review! Your support keeps me going!**

**~Lilithia**


	16. Chapter 16

**What's this? I'm alive? And _updating? _Call the press!**

**Sorry I disappeared again everyone. College is hard and I've spent the last month in a third-world country for a study abroad thing. Internet wasn't exactly a thing there... ****If anyone's interested in hearing about that, I'll talk about it at the end of this chapter. But til then, I'm sure your all eager to start reading.**

**P.S. I don't own LOTR or any affiliated works. *slow tear***

* * *

In the morning Beorn lent them his herd of ponies, Gandalf waking the group at dawn and ordering them to saddle up. Thorin gruffly gave his thanks to Beorn for his help, and the rest of the group followed suit. Leo was the last to mount her pony, legs awkwardly long on the poor animal that was just a little too short for her height, feeling as if her knees were hiked up to her chest.

Beorn caught her eye and ambled over, standing next to her and yet still at face-level with her, even with Leo being mounted on a horse. She inwardly sulked at that, wishing she was tall enough for that. The bear man leaned his head towards her, lowering his voice as he spoke.

"Do not do anything foolish, _ma khana_." He intoned in a serious manner. "There are too few shifters left in this world. It would be a shame to see your kind disappear as well."

She inclined her head. "I can promise nothing. But I will take your words to heart, _comnda._"

He frowned at that but nodded his head in compliance. Then he turned and walked over to the rest of the company, glancing over all of them before speaking in farewell. "Go now, while you have the light. Your hunters will not be far behind."

The dwarves nodded their heads in farewell and kicked the sides of their ponies, taking off at a brisk canter into the hills. Gandalf took a moment to salute Beorn before following them, Leo not far behind him. Beorn watched them go, his eyes particularly focused on the female member of the group.

_Valar watch over them._ He prayed.

* * *

Leo gritted her teeth at the how uncomfortable she felt riding the pony. While she considered herself to be a rider of considerable talent, there was simply no way of adjusting to a pony that was too small for one's body. She couldn't seem to get her legs in the correct position on the horse without wrapping her feet too far down on its belly, and her knees were sore from holding onto its sides. Not to mention the group was riding without saddles, as Beorn's horses were not meant for riding, nor would Beorn ever need a saddle himself. They were lucky the bear man happened to have enough rope to make make-shift bridles.

Her butt was sore from riding the pony after merely an hour, and they still had many hours to go. Glancing over to her companions, she was amused to see that the others were just as uncomfortable as she was, their faces pinched in discomfort and pain. She supposed it was particularly harder for men to ride bareback, given certain… anatomical differences.

"Can we please take a break?" A weary voice from the rear called out, though she couldn't quite tell who it was.

Somewhere at the head of the group there must have been a confirmation, as the line began to slow down and simultaneous cries of relief swept through the company. Finally the ponies all came to a halt, gathering in a haphazard group as the dwarves struggled to dismount. Most of them just threw themselves off the side of their horse, foregoing the dismount altogether. Leo couldn't help but chuckle as various grunts and yelps filled the air as the clumsy dwarves impacted the ground, usually on their side or on their butt.

She herself was extremely stiff on the dismount, sliding off the side of the horse with less grace than she normally did. Gandalf had pulled up beside her, but dismounted just as easily as he had gotten on. Leo turned to glare at him. Honestly, nothing seemed to faze that damn wizard! And here the rest of them were going to be sore for the rest of the week!

"Durin's balls!" Gloin's exclamation drew her attention to the dwarf who was limping to the center of their group and rubbing his butt. "This is why dwarves don't ride! I can't feel m'arse!"

There were several grunts of agreement among the company, much to her amusement, and even Thorin looked a little stiff when he moved. The king told his men to sit and rest for a few minutes, the company breaking out the bread they had packed and their waterskins.

The rustle of cloth alerted Leo to the fact that Gandalf had come to stand at her side, the two of them standing on the edge of the gathering, watching the others with detached interest. She didn't bother to look at him as she spoke.

"I was not idle last night, _istari_." She began.

"Oh?" He hummed.

"I took a stroll with Beorn." She nodded, gazing at the dwarves as they laughed about something, but her attention was elsewhere. "We stumbled upon those pesky orcs."

"That was dangerous." The wizard told her, but it was without reproach.

"They did not notice me." She reassured him. "But I did overhear their conversation."

Only then did Gandalf glance at her in slight surprise. "You know Black Speech?"

"I picked it up during my time as a slave." She said, ignoring the way he faltered at the mention of her enslavement. "Anyway, it would seem that there is indeed something happening at Dol Guldur. The orcs are gathering there for something." A frowned marred Leo's face as her expression darkened. "The shadows are moving faster than I had expected."

Gandalf also frowned at her information, stroking his beard in thought. "That is troubling news, my dear."

"You will go there, I assume?" Leo prompted, finally turning to regard the wizard.

"I may have to, yes." He nodded. "But first I will see that this rowdy company manages to make it to the Mirkwood."

She did not reply to that, only nodding and turning back to her horse. Further away Thorin was ordering his men to re-mount their horses to continue their journey. Leo mounted the pony and clucked at it, the pony breaking into a trot to join the rest of the group.

* * *

Onwards they trotted until they approached the edge of the forest. Leo could sense it before she even saw it on the horizon: a heavy, sickly feeling curled in her gut, a weight settle on her brow, and she could feel how it pained the earth below it like an oozing sore, festering with poison. The moment the company crested the last hill, the moment Mirkwood was in her sights, she felt the nauseous feeling suddenly multiply, hitting her in the gut like a fist.

Leo pressed her lips together, fighting the unease roiling in her stomach. They pulled to a stop in front of a path into the forest, overgrown with vines and weeds. Once, the elves would have kept it clean and paved, but now it was further evidence of their neglect.

Gandalf was the first to dismount, approached the arches which were obscured by foliage and muttering to himself as he stepped through the entrance. Leo kept her ears trained on his voice as she and the rest of the group dismounted their ponies and began to untack their bridles.

"Here lies our path through Mirkwood!" Gandalf called over his shoulder.

Leo's eyes raked over the trees, her frown deepening as she gazed at the unnaturally dark color of the bark and the leaves, as if permanently tinged by shadow. She took the rope off of the horse's head and let it drop to the ground, having no use for it. The pony stayed put, however, seemingly awaiting her dismissal. Leo patted it on the nose before she approached the trees and came to a stop a few paces behind Gandalf.

"No sign of the orcs." Dwalin said as he dismounted. "We've luck on our side."

_A little early in the day to be calling it luck_. Leo mused. _We've still many hours for things to fuck up._

Judging from the look Gandalf was giving Dwalin, the wizard seemed to share her sentiment. "Set the ponies loose." He commanded as he turned his gaze away from the dwarf. "Let them return to their master."

"This forest feels…"

Leo turned to face Bilbo as he came up behind her, the expression on his face a mixture of fear and confusion.

"…sick." The hobbit concluded, grimacing as his feet touched the threshold into the Mirkwood. "As if a disease lies upon it."

He glanced up at Leo and his eyes widened at the pallor of her skin, her usual tan washed in a bleak grey as she stared into the depths of the forest, her mouth pressed into a severe line and her eyes lidded in weariness.

"You feel it too?" She murmured almost unconsciously. Slowly, lethargically, Leo turned her head to look down at him. "I did not realize that hobbits were also connected to the earth."

"I… guess?" Bilbo scrunched his nose, unsure. "I don't think I've ever felt the earth before. But this…" He turned back to the Mirkwood.

"Yes, it is very strong here." She agreed, her voice heavy and tired. "Even the untrained can feel it."

He glanced up at her with worry. He knew that the ride from Beorn's house had been one of the easier parts of their journey, and it should not have fazed Leo at all, given her usual stamina. But looking at her now – deathly pale, lids drooping, breathing heavy – she looked as if she had climbed a mountain.

"Leo… are you okay?" He asked her softly, so as not to draw the attention of the others. Leo hated when people worried over her.

"You can feel how sick this place is, no?" She asked him, gripping the pommels of her blades to anchor herself, forcing herself to stand straight instead of slouching in fatigue. "Imagine how much worse it is for someone who is highly sensitive to magic."

Bilbo's mouth opened in surprise, lips pursed in an 'o'.

"Oh dear." He tutted as he took her hand and nearly jumped at how clammy it was. Turning back towards the forest, where Gandalf still stood beneath the arch of the entryway, he asked, "Is there no way around?"

"Not unless we go 200 leagues north. Or twice that distance to the south." Gandalf replied without turning around, instead venturing further into the entrance area.

Bilbo wanted to protest, to say anything that would convince Gandalf to go around the forest, but he snapped his mouth shut when Leo moved past him, somehow moving with her usual purpose and confidence as if nothing was wrong.

The rest of the company continued to linger outside of the entrance, murmuring amongst themselves in nervousness. Dwarves were not magical creatures, nor were they very fond of magic in general. Entering the forest was daunting for them, to say the least. The entire place was filled to the brim with magic, from the soil of the roots to the very tips of the leaves.

"Gandalf." Leo said lowly as she came up behind him, careful not to let the others hear her. "This is unlike anything I have ever witnessed before. It is more than just a disease in the plants. Even the air here is tainted."

He did not reply but continued gazing intently at the statues tangled in overgrown vines.

She frowned at him. "Gandalf – "

"Shh!" He shushed her, stilling and tilting his head in manner that told her he was listening to something… or someone.

_'__Something moves in the shadows unseen…"_

Leo jerked in surprise as a woman's voice entered her head without warning. _Galadriel…?_

_'__Hidden from our sight.'_

Gandalf's attention was drawn to one of the statues, and he began to approach it warily. Heeding his body language, Leo rested her hand on one of her swords and loosened her knees.

_'__Every day it grows in strength.'_

The wizard drew near the statue and gathered the vines in his hands.

_'__Beware the necromancer. He is not what he seems.'_

Gandalf yanked away the leaves and the branches–

_No!_

Leo jumped back and stumbled, falling onto her back and then scrambling away in fear, unconsciously holding her arms in front of her face as if to shield herself from its gaze. The statue's torso was marred by red, old and rusty like dried blood, painted into the symbol of an Eye. And despite the crude workmanship, she could not help but feel goosebumps cover her limbs, which were shaking uncontrollably. Her neck prickled with the feeling that she was being watched, and she wanted to scratch off her skin just to be rid of it. Her breaths were coming in pants, hyperventilating in panic, eyes wide and pupils dilated. The markings across her body remained inactive, but she swore she could feel them burning into her like the day she had received them.

She hadn't even noticed that twin tears had slipped down her cheeks, or that Gandalf had hurried to her side, until she felt him grab her wrist and lower it from her face, his other hand gripping her shoulder as he murmured for her to calm down.

But the Eye.

It was staring, _staring, _and it wouldn't look away, He wasn't looking away, watching always watching, _He sees me. _Oh god no, please no, _He found me_, and she could feel the Eye watching her like a physical weight upon every inch of her skin, _He's coming now_, and she wanted to rip off every inch of her skin, tear into her flesh with her claws to make the feeling go away, _I see you, _like bugs were scuttling and poking just beneath the surface of her arms and legs –

_I see you…_

_I see you…_

_I see y –_

"Leo!"

_Smack!_

She gasped as if she had been drowning, her lungs burning as she looked up to see Gandalf looming over her, his gaze worried but stern. Reaching up, she placed a hand on her smarting cheek and stared at him in disbelief.

"You hit me." She said softly.

He looked sheepish for a moment. "You were very far gone, my dear." He pointed looked down at something.

Leo followed his gaze and realized with a start that her markings were sizzling, her sensitive nose detecting the faint smell of burning flesh, and her nails had elongated into razor sharp claws. Glancing back up at the wizard, she saw her eyes reflected in his gaze, and gasped as bright gold burned in the reflection. She tasted blood, and realized that her canines had cut her lip again.

"Calm yourself, Miss Leo." Gandalf told her.

She nodded and squeezed her eyes shut, willing herself to breathe in and out as deeply as she could. The tingling at her fingertips told her that the claws had retracted, and her skin began to cool as the tattoos along her limbs cooled. When she opened her eyes, they were back to brown.

"Are you okay now?" The wizard asked her.

She looked up and winced at the sight of the marking on the statue. "Cover that hideous thing!" She hissed, bringing her hands up and pressing her palms against her eyelids. "It will make me relapse!"

She heard Gandalf get up and walk back to the statue, and the sound of shifting leaves informing her that he had complied with her order. When she brought her hands away from her face, she let out a relived sigh not to feel the Eye anymore. Gandalf walked back over to her and held out his hand, pulling her back to her feet.

"I apologize." She muttered, glaring down at the ground beneath her feet. "I didn't… I mean…" She sighed in frustration. "It's an ingrained reaction. I never…" Leo shook her head, the beads in her braids tinkling softly without the hood to muffle their sound.

"So the time you speak of as a slave…" Gandalf prompted.

"I was a slave to the dark army, yes." Leo muttered, rubbing her arms and the markings upon them.

The wizard gave her a pitying look but did not pry further, and for that she was grateful.

_'__If our enemy has returned, we must know.' _The two magic users exchanged solemn glances as Galadriel's voice echoed in their minds. _'Go to the tombs in the mountains.'_

"The High Fells." Gandalf murmured grimly.

Leo glanced up at the wizard sharply. "Don't tell me your going _now_?"

He gave her a reproachful look. "I must."

"And the quest?" She asked in a hard tone, careful not to raise her voice lest she attract the attention of the company.

"They can make do without me, for a time." Gandalf told her, though his face betrayed his doubt.

Without waiting for her to speak, the wizard was already turning and walking back to the entryway, exiting beneath the arch and calling out to the dwarves to stay his horse.

The entire company looked up in surprise.

"You're not leaving us…?" Bilbo said in a breathy voice, not quite a statement and not quite a question, disbelief evident on his face. The rest of the company stared at Gandalf with equal bewilderment.

"I would not do this unless I had to." Gandalf told him in a rush, pausing to look at him with an unspoken apology. "You've changed, Bilbo Baggins. You're not the same hobbit that left the Shire."

Bilbo hesitated, then abruptly spoke. "I was going to tell you something!"

It made the wizard pause, and lean down to be level with the little hobbit.

"I… found something in the goblin tunnels."

"Found what?" Gandalf tilted his head. "What did you find?"

Bilbo seemed to fight with himself for a moment, opening his mouth as if to speak, and then shutting it forcibly. Opening his mouth again, and then shutting it. Finally, he replied, "My courage."

Gandalf straightened with a smile. "Good." He chuckled as he turned to walk away. "You'll need it."

With that the wizard leapt onto his mount, taking a moment to settle himself on the horse's back before gazing sadly at Thorin. The dwarf king, unsurprisingly, responded to the situation with anger, and though he kept his mouth shut, he certainly glared at the wizard for all he was worth.

"I'll be waiting for you at the overlook before the slopes of Erebor. Keep that map and key safe!" He called out to them, pausing to gaze down at Thorin. "Do not enter that mountain without me."

It was a warning. But to them or for them, no one was sure.

In a blur of brown leather and her silver cloak, Leo rushed past all of them and snatched the reins of Gandalf's mount before it could move forward. The horse snorted and stomped in surprise and annoyance, but she ignored it in favor of glaring up at the wizard.

"I'm going with you." She said, leaving no room for argument.

The wizard glared right back at her. "No, you're not." He replied decidedly, tugging at the reins.

She only tightened her hold on them. "Don't be foolish, Gandalf! That – that creature – it is not what it seems! You cannot face it alone!"

"I will have allies, I assure you." He told her, frustration leaking into his voice. "And I am well aware of his true identity. But I do not fear the Dark One."

Finally Gandalf yanked his reins out of Leo's grip and spurred his horse into a trot.

"Make sure they don't veer off the path!" He called over his shoulder as he rode away.

"_Vilanis sidartha!_" Leo swore as she watched him ride away, her eyes flashing gold and her teeth poking at her lips. She watched him leave with a fierce snarl, before her shoulders slouched in defeat.

_The necromancer… is not the Dark One._ She had wanted to tell him. _It is something younger but just as dangerous._ Another lost race once enslaved by the Dark One, but their magic did not originate with the Valar. No, they originated from chaos itself, creatures of wild magic and warfare.

_The Witch King._

She continued to watch as Gandalf's form crested a hill, and then disappeared from her sight. She turned around to see the rest of the company gathering their packs and heading into the forest. Only Bilbo had remained to watch the wizard leave them.

With a sigh and another muttered curse, she walked over to the hobbit and placed her had on his shoulder, steering him towards the forest. "Come on." She sighed. "Before we lose the others… or the others lose us."

He looked up at her and studied her with keen eyes. "Will you be okay in there, Leo?"

She glanced down at him and sighed with a shrug. "I couldn't say for sure, little one. But I will survive, I can tell you that much."

Leo gave him a weak smile and pulled her hood back over her face, as it had fallen off when she had tripped earlier. She turned to look at the entryway of the forest, squaring her shoulders and stepping forward, the enchantment in the air weighing down on her as the moment she crossed into the Mirkwood. It felt like lead had settled deep in her lungs, her breathing soft and shallow. She clenched her fingers into fists before forcing her body to relax, striding forward into the depths of Mirkwood, bypassing most of the dwarven companions until she reached the front where Thorin was.

"Heed me now, little king." Leo cautioned Thorin in a dark tone, not bothering to hide her words from the rest of the party so that they too would be warned. "This entire forest is saturated in magic, specifically illusion. It will seek to deceive us, to drive us off the path. Do not give in to these fears or temptations, no matter what. Elven trails have a nasty habit of disappearing the moment you step off them, and I do not fancy getting lost in these particular woods."

Thorin seemed to listen to her for once, nodding solemnly at her words without even a smart retort. The other dwarves looked properly afraid of the dark trees looming over them as they walked past Leo, pairing up as they took the path. Leo waited until the end of the line crossed her, where she slipped into the back next to the little hobbit.

The woods only seemed to get worse the further in they went. The bark of the trees was either abnormally pale or dark, near black, cracked and twisted in unnatural formations as if keeling over in pain, their branches shriveled and sharp, reaching out to rake at their clothing like skeletal fingers. The ground was hard and dry beneath their feet, and what little soil there was smelled of rot and decay. Even the path itself was unnatural, twisting and turning haphazardly, as if to purposefully confuse those who walked it. The Mirkwood was unnaturally silent, lacking the sound of rustling leaves or the song of insects or small wood animals sneaking through the branches. The very air was thick, not with moisture or dust, or any other natural entity, but with foul magic, intangible yet somehow pressing down on their chests like a physical weight.

The silence was so intense that it seemed to echo in their ears, like the cries of the dead were screaming from the beyond to those who could not hear. At irregular intervals, however, bone-chilling screeches would rip through the air, a cross between the shrill cry of a bird and the terrified shriek of a woman, but which one it was, no one could tell.

The first time the scream shattered the silence, the entire company jumped in fear, swords and axes whistling from their sheathes. It had sound at the same time far away and yet entirely too close for comfort. Everyone was still, holding their breathes and looking towards the general direction of the scream, peering through the woods despite the impenetrable shadows of the trees.

"Should we –"

"No."

Everyone turned to look back at where Leo stood, her hood covering her head and casting her face into an ominous shadow. She had also drawn her blades at the sudden shriek, body falling into a battle stance and tense with caution. Slowly, she put away her blades, keeping her eyes down in case the golden shone through.

"Do not leave the path, no matter what you might see or hear." She told the party firmly.

The others hesitated for a moment, but to her surprise, Thorin spoke up in agreement.

"She's right." He stated, his deep voice easily heard by the entirety of the company given the intense quiet of the woods. "Magic is at work here. Do not trust anything."

Reluctantly, the company put away their weapons and continued forward on the path, although now everyone was tensed and on edge. After that the strange shrieks occurred more frequently, although not enough to stop them from jumping in fright every time it happened. As they moved deeper still into the Mirkwood, another sound made itself known to them, as equally disturbing as the first. Clicks and the skittering of _something_ rattled through the branches around them and above them, although every time they looked for the source the woods seemed completely empty.

"I dun' like this." Leo heard Balin mutter to Dwalin.

"None of us do." Dwalin replied tersely, his eyes flickering constantly through the trees.

A dark haze had begun to descend upon the forest, although she could not tell if it was some kind of magic or a result of the sun setting. Leo wasn't even sure if it was time for the sunset yet, as she had lost track of time while in the forest – which wasn't normal for her, as she had an impeccable internal clock. But then again, there was nothing normal about this place.

"It's getting dark." She heard Thorin speak from up ahead. "We should look for a place to camp."

"We're gonna sleep _here_?!" She heard Kili ask in alarm, a sentiment which was echoed by various other members of the party.

"Did you expect to get through the entire forest in a matter of hours?" Thorin asked his nephew in a snappish tone.

"Er, well, no, but I…" Kili faltered, obviously having not connected the two.

Fili pulled his brother away from their cranky uncle to spare the young dwarf Thorin's sharp tongue. Tempers were short in the company, as everyone had frayed nerves from traveling the dark forest. Even Leo was jumpy, as her neck was constantly prickling with the feeling that they were being watched. But even her beastly golden eyes could not penetrate the dark fog that had settled on the ground around them, and seemed to getting thicker the further she peered through the branches. A sharp pain on her lips told her that her teeth were elongating again in response to her emotional distress, and she forced herself to take a deep breath to calm herself.

But strangely enough, her teeth did not retract.

_What?_ She felt a shock through her system. _I can't… I can't change back?_

Dread pooled in her stomach and she almost stopped walking altogether. Her attention focused inward, cataloguing her symptoms. By now the strange powers of the forest had pervaded her entire body – her limbs were heavy as if pulled down by invisible chains, her breathing was labored despite how she tried to keep her pants quiet, and her body ached with an unnatural weariness that seemed to settle in her bones, not quite painful but neither innocuous. Her skin felt sticky, as if the foul magic clung to her, and if she wasn't so tired she might have been tempted to peel it away, just to be rid of the icky feeling.

So focused on her discomfort, Leo had almost missed the strange tingling in her fingertips and along her tattoos.

_The markings._ She thought suddenly, quickly reaching up to separate the top of her gloves from her sleeves to reveal her skin. Her breath caught at the sight of them.

The markings… were glowing. It was faint, not enough to say that they were activated, but they were certainly reacting to the magic around her in some way. Her eyes drifted up to where her gloves had been cut at the first knuckle, revealing her fingertips.

_My claws are poking out too._ She realized. They were not long enough to be noticeable yet, only slightly pointier than was normal.

Was the magic of the Mirkwood forcing her to shift somehow? Leo had never heard of such magic, at least not without an actual mage behind the spell. She did not think such a spell could be cast over such a wide range while remaining passive. Not even the istari could do that.

"_Oof!_" She gasped softly as she walked right into the back of Dori.

"Watch'er!" Dori hissed uncharacteristically.

She blinked in confusion for a moment before realizing that the group had come to a stop.

"Keep movin'!" She heard Thorin snap, and looked up to see him stomp back up to the front of the line.

Her ears twitched as she listened in on his conversation with Nori.

"Nori," Thorin growled, "Why are we stopped?"

"The path…" Nori sounded worried and fearful. "It's disappeared!"

_Disappeared?_ Leo thought in confusion. _But we haven't even left it yet!_

"What's going on?"

"We've lost the path!"

"Find it! All of you look!"

"Find the path!"

Suddenly the line of dwarves was parting and scattering, and Leo caught a glimpse of what they had all been talking about. Her stomach heaved as the nausea she had been fighting for the past couple hours turned tenfold.

The path… simply cut off at a cliff.

_Oh no._ Leo's body locked up in dread. _This was the wrong path. It's a decoy._

She kicked herself for not paying attention earlier. If she had, then maybe she would have noticed the dwarves following the wrong trail and corrected their mistake.

_Vashin'da!_ Leo snarled inwardly, her teeth cutting her lips as she clenched her jaw.

"I don't recognize anything…"

"None of it's familiar…"

"There's no end to this forsaken place!"

And then –

_Thrummmmmmmmmm…._

Leo's head snapped up as she traced the source of the vibration back to where Bilbo sat on an outcrop, waiting while the dwarves attempted to backtrack their trail.

_Thrummmmmmmmmmm…._

He reached out and plucked one of the thick spider webs that wove through the trees, and she practically flew through the air as she jumped up to the rock Bilbo was sitting on and snatched at his jacket, hauling him up and holding him aloft in the air, eyes sparking with gold.

"_What have you done?!_"

* * *

**Bam! Back in business baby! The other chapter is already on the way as well!**

**Please leave a review! **

**~Lilithia**

**On another note: I spent the entire month of May in Sri Lanka! How exciting is that? It was actually for a college course, believe it or not, so unfortunately I could not spend my time at the beach. I saw a lot of temples and elephants though! And I climbed Mt. Sigiriya! It's not for the faint of heart, I assure you, and I'm very proud of myself for climbing it because I have a fear of heights. So going 660 feet in the air was quite terrifying to say the least. Despite all the fun, I'm glad to be home though. I was getting sick of rice and curry every night. And the bugs. *shivers* So many bugs...**

**If you guys are ever interested in visiting the island, I encourage you to go. It's quite cheap there, the food is usually good, and the people are the friendliest you will ever meet! Our translator and guides were practically family by the end of our trip, and they all cried when we said goodbye to them. It's amazing how much you can bond with other people even with the language barrier (as only one of the four guides spoke English).**

**Anyway, back to working on my stories.**


	17. Chapter 17

**I'm back everyone! Welcome to Interlude 1!**

**Wait what? We're not continuing from where the last chapter left off?! Nope! Wallow in my cliffhanger, muwahahaha...**

**I DON'T OWN ANY OF THE WORKS OF TOLKIEN **

* * *

The moment the company of dwarves were out of his sight, Beorn turned and ambled back into his house. The doors shut loudly behind him, and then the silence of his house seemed deafening in the wake of the boisterous dwarves and their companions. One of his dogs whined and pressed its wet nose into the palm of his hand, whuffing softly. A smile touched the corner of Beorn's lips as he glanced down to pet the dog on the head, before striding further into his house.

He checked over his food stores, making sure there was nothing that might expire while he was gone. He locked away the grains in air-tight bins, so that his mice friends would not spoil them, and then shooed the sheep, dogs, and cats out of the house. They all whined, bleeped, and meowed as they sensed his leaving, but he knew that they would be able to take care of themselves while he was gone. Locking the doors and windows of his house, he walked out of his garden, leaving the gate unlocked as he passed it. The dogs would make sure no one trespassed his home while he was away.

Standing at the edge of the clearing that surrounded his house, staring into the shadows of the woods, he reached for the animal within, calling upon the soul of the bear to awaken. He felt his mane creep across his skin, his bones grew, creaking and cracking as they bent, falling forward onto all fours as his muscles rippled and twisted into their new positions, his teeth and nails elongating until his canines bit into black lips and his claws prodded the dirt beneath them.

The bear shook itself once, snorting as the smells around him intensified, blinking as the colors of the world faded to muted colors, while the dark shadows beneath the trees lightened in the wake of his night vision. The bear turned to the south, nose twitching as it sniffed at the winds and rumbling lowly in his chest.

With a short roar, the bear surged forward, bounding away from its territory and into uncharted grounds. The wind played with its fur as it ran, paws pounding into the ground, muscles heaving with each stride. An uneasy feeling tickled the back of his mind, making his fur prickle, his instincts urging his to return to his home, to the safety of his territory. But there was a stronger instinct to follow the orders given to him, a natural deference to the one more powerful, the instinctive obedience to an alpha.

And so the bear ran south, the woodland creatures scattering at his coming, and staring after him in his wake. The forest woke at his coming, wild magic seeping from his paw prints into the soil, down to the roots and up through the trees.

Branches trembled, the leaves whispered.

The forest recognized the creature, a being of ancient magic.

Darkness was blooming to the east… but something else, something wild, mystical, and powerful was waking the land, calling upon magic that had not been seen since the time before the races of men, a time when beasts ruled the earth.

_"__I have a request of you, Beorn." Leo told him calmly as they sat outside in his garden, the moonlight casting her face into shadow so that the golden glint of her eyes glowed eerily in the dark._

_"__Anything, ma khana." He answered solemnly._

_"__The orcs spoke of a great darkness in the south." She began, grimacing as she added, "In Dol Guldur."_

_A growl emanated from his chest at the unpleasant name._

_"__I know that place holds bad memories for you – for all of us." She crossed her arms and cupped her chin in a contemplative manner, her pointer finger tapping her cheekbone in thought. "But it worries me. Darkness awakens in Mordor, the Istari are planning something, and Smaug stirs under the mountain…"_

_"__Smaug?" Beorn snorted. "You felt him, then? After all this time?"_

_Leo nodded. "You let me worry about him." She said as she read the tense line of his broad shoulders. "I will try to speak with him, but if not…" Leo bared her teeth, fangs flashing white, "I will remind him of his place."_

_Beorn studied her for a long while, wise eyes regarding her with the calculating gaze of one predator sizing up another. "The dwarves do not know your true shape, do they?"_

_The woman chuckled at that, eyes flashing gold as her canines returned to their smaller shape. "**You** shift into an animal... but **I** shift into a human." She let out a bark of laughter. _

_"The dwarves think me a witch." Her smirk faded at that. "Speaking of them, the orcs whisper of a necromancer in Dol Guldur. I suspect that he may be like us – a survivor of the ancient races of old, a being of wild magic."_

_"__And what do you will of me, then?" He asked her._

_"__Find this necromancer." She bade him. "I fear that it is the banished warlock, the Nameless One. The witches sealed him away after the war, but if the Dark One has found a way to awaken him…"_

_Beorn watched as a mixture of dread and anger crossed her face._

_"__The witches disappeared from this land a long time ago. Without them, we have no one to renew the wards keeping Angmar prisoner. And should he be released, Mordor will have a powerful ally."_

_"__What can I do?" Beorn shook his head. "I am no sorcerer. My magic is in my skins."_

_"__I just need you to spy." She murmured. "Taste the magic of this necromancer. If it is our magic – wild and ancient – return to me." _

_Beorn bowed his head at her request. "As you say, ma khana."_

* * *

The bear could smell Dol Guldur long before the darkened ruins came into view. A stench on the wind, carrying the smell of blood and sweat and decay, heralded its appearance. He dared not approach the place during the daytime, while orc scouts no doubt kept watch from the cliffs and his dark form stood out against the plains surrounding the orc base. So the bear prowled closer in the night, when the howls of the wargs echoed through the air and his black pelt blended in with the shadows.

The bear climbed into the mountains behind the ruins first, approaching Dol Guldur from behind and above, hiding his scent and his large body from the view of its inhabitants. He crouched in the crags between sharp, slate grey rocks overlooking the spires of Dol Guldur. The bear lifted its muzzle and inhaled the air, drawing back his lips and bear his teeth, scenting the wind which blew up from the dilapidated castle.

The smell of orc and warg hit his nose, strong and heady with violence and hatred. The bear growled in its chest at the strength of the scent – there was an entire army of orcs and wargs within those walls. It would not be easy to sneak inside, near impossible even.

Voices echoed in the distance, faint and near inaudible, but nevertheless perked his ears. The bear began to stealthily make its way around the fortress, and realizing, as he got closer to the source of the voices, that the voices were not of orcish origin. Curiosity peeked, the bear began to climb down the rocks, slowly making its way towards one of the entrances to Dol Guldur.

"Gandalf!" A very worried, high-pitched male voice cried. "Wait!"

The bear snuffled in irritation, recognizing both of the men walking down the path towards the entrance to the dark fortress. Before him was Radagast, the Tender of Beasts, also known among Beorn's kind as the Wizard of the Wild Places, and with him was Gandalf, seemingly intent on walking straight into the bowels of Dol Guldur, the fool.

"What if it's a trap?" Radagast asked, twitching and trembling like a scared rabbit.

"Then turn around, and don't come back." Gandalf replied gruffly. An awkward pause fell between the two istari. "It's undoubtedly a trap."

Radagast froze, before taking a few steps back, shaking his head with a regretful expression. "Gandalf, I have known you long, my friend. I care for you greatly… But I am no help to you here. I am no fighter."

Gandalf glanced back at his fellow wizard. "I know, Radagast. I will not force you to join me."

This only seemed to upset Radagast more, as the wizard fiddled his fingers and whimpered under his breath. "But if you go in there… I-It's too dangerous!"

"We cannot ignore this threat any longer!" Gandalf told him in frustration. "Go if you must, but I will enter the fortress with or without you."

Radagast seemed rooted in in place, unwilling to walk away, but unable to step forward. Instead the istari opted to pace back and forth, nervously tugging on his robes as he watched Gandalf disappear into the shadows of Dol Guldur. Beorn huffed at the sight as he descended the rocks and approached the wizard. The wizard froze when he heard the dry grasses rustling, eyes searching for the source of the noise. Radagast hesitantly lifted his staff.

"Who is th-there?" He called nervously.

Needless to say, Radagast was quite surprised when the tall grasses parted and a large, dark animal figure approached him. It was a giant bear, larger than the rest of its kindred, twice the size of a man, and near black if it wasn't for the sienna brown sheen that glinted as light rippled along its powerful muscles. The bear peered at the wizard with unusually intelligent eyes, bright with knowledge and perhaps a smidgen of amusement.

Radagast gave the bear a cross look. "You gave me quite the fright, Sir Bear!"

The bear harrumphed.

"No need to look so smug about it!" The istari scolded him, taking a step in order to take a closer look at the bear. "Hm, I don't think I'm familiar with your species."

The bear gave a huff and rose onto its back legs. Radagast backed away, thinking that the bear was going to attack him, when suddenly he felt the presence of wild magic shifting around him.

"Wha…" The wizard's eyes lit up in recognition and wonder as Beorn stepped forth from where the bear once stood, hairy and naked as the day he was born. Neither man blinked an eye at that, seeing as shifters were more comfortable than most in their birthday suits, and Radagast was just a crazy old bat that was lucky to even remember to put clothes on in the morning.

"Oh my, oh my, _oh my!_" Radagast practically squealed like a little girl on the morn of Yule. He zoomed forward, circling the bear-man with scientific wonder, studying his specimen and giving an occasional poke.

Beorn grunted at the unwelcome touch and snatched the wizard's hand, leaning down to glare at the short little man.

"Oh pardon me!" Radagast twittered, yanking his hand back. "I got carried away! It's just been sooo long since I was last in the presence of a shifter! A _shifter!_ I thought they had been wiped out! But here you are! A remnant of the Age of Beasts, when the Valar had yet to create the races of Men! And –"

"Would you quit babbling?" Beorn grunted, though his words were without bite. "You'll draw the attention of the orcs."

"O-Oh!" Radagast seemed to remember where they were and hunched his shoulders and glanced around as if expecting the orcs to jump out at any moment.

Beorn sighed. As long as his life had been, he had never actually met any istari until Gandalf had come knocking on his door – or rather, had burst through it with a gaggle of moronic dwarves. Nonetheless, Beorn was somehow underwhelmed at meeting the istari. First Gandalf, who was overly righteous and frustratingly vague at times, and now Radagast, who was… well, scattered was the least of the words which could describe the strange wizard.

Beorn glanced down the path towards the direction in which Gandalf had gone. "What is that fool doing, walking in there all by himself?" He asked, his deep voice rumbling with his disapproval.

Radagast's nose twitched fiercely, seemingly a reaction due to his stress. "Oh, I _know_!" He whined, hands gripping the sides of his floppy hat and tugging them down until the brim was level with his chin. "I tried to warn him but –"

Suddenly the silence of Dol Guldur was shattered as a chorus of orcish battle cries and warg howls cut through the air, echoing out of the fortress and bouncing off the rocky cliffs surrounding them.

"He will not be coming out of there." Beorn said lowly, ignoring the Radagast's hysterics. The bear-man cocked his head and studied the fortress for a minute before shaking his head negatively. "No, I would not be able to help him." He decided.

"Help!" Radagast yipped as an idea came to him. "The White Council!"

Beorn stared at the istari with a flat expression, uncomprehending the meaning of his words, seeing as he had lived as a hermit in the forest for the last couple thousand years and was completely unaware of the dealing of elves and Maiar.

"I must fetch them!" Radagast gasped, spinning around and darting away from the path and towards the forest.

Beorn blinked at the sudden exit of the wizard. _What a strange little man_. He thought, before shifting back into the bear. He lumbered back up into the cliffs, back to the little niche that was comfortable and out of sight.

Radagast would be back, he was sure, and with reinforcements. Until then, he was wait and watch. Hopefully Gandalf could hold on until then.

* * *

Fear gripped Lady Galadriel's heart when Radagast rode into Lothlorien as if the flames of a dragon were licking at his heels, his sled nearly falling apart, his team of rabbits wide-eyed and frothing at the mouth in adrenaline and exhaustion. Nevertheless the wizard drove them on, heedlessly barging into the city, somehow circumventing the elven guard despite the conspicuousness of a rabbit-drawn sleigh, and bolting straight down the main pathway towards her palace.

Galadriel, having felt his magic the moment it entered her forest, was waiting for him at the top of the stairs that led to the entrance of her abode, her husband at her side. She and Celeborn exchanged worried glances at seeing the panic on Radagast's face, Galadriel quickly but gracefully descended the steps.

The wizard and his sled screeched to a stop at the foot of the stairs, Radagast looking up into her eyes with fear and shame.

"It's Gandalf!" He cried. "Dol Guldur!"

Galadriel gasped at the name.

"He went in by himself – oh, I shouldn't have left him, I shouldn't have! – and then there was growls and howls and so much yelling!" The wizard was practically trembling with adrenaline. "I wanted to go in – I should have – but I knew I would be no help – oh such a paltry excuse to leave one's friend, I'm such a horrible friend!"

"_Aiwendil_, my dear, please calm yourself." Galadriel attempted to soothe him, motioning for a servant to bring them some water. She felt her husband's presence approach her from behind, Lord Celeborn coming to her side and patting Radagast's back in an attempt to pacify the hyperventilating istari.

"Have a drink, first." Galadriel insisted as the servant girl returned with a filled goblet.

Radagast carefully plucked the goblet from the elleth, the water sloshing over the edges at the severity of his trembling hands. He brought it to his lips and gulped the water down like a dying man, only pulling away when it was all gone.

"Thank you, my dear girl." He said softly, handing the goblet back to the servant, uncharacteristically reserved.

"Now tell us what has disturbed you so." Celeborn bid the wizard, and then added, "In complete sentences, preferably."

Galadriel shot her husband a dirty look.

"Dol Guldur." Radagast began, the very name of the fortress causing the elf lord and lady to tense. "Gandalf received word that an army of orcs was gathering there, under the command of Azog, who was under the command of… someone. Gandalf wasn't really clear on that part."

Galadriel exchanged a grim look with her husband, both of them aware of the darkness which they had feared may live there.

"He went in and I –" Radagast seemed to choke as shame flooded his expression. "I didn't follow. I'm no good at battle, you see, and Gandalf is always looking after me and I just – I didn't want to be a burden but –"

Celeborn put a calming hand on the wizard's arm. "Tis better that you were able to come back for help, than for both of you to be taken prisoner." He said softly. "Do not blame yourself, my friend."

Radagast nodded, though his expression remained unsatisfied. "I heard the battle begin, but the bear said that he smelled an entire army within its walls – there's no way Gandalf could win against such odds. We istari are not invincible, contrary to popular belief."

"Wait," Celeborn furrowed his brows. "The_ bear_ said what?"

Radagast blinked. "The bear could smell the army. Said there were thousands of wargs and orcs within the halls of Dol Guldur." He said it as if he spoke to bears every day. Knowing Radagast, it really wouldn't surprise them if he did just that.

Galadriel and Celeborn hummed at that, unsure if it was a topic worth pursuing.

"Well then," Galadrial finally spoke. "I guess it is time to summon the rest of the Council."

Celeborn nodded. "Quite right, my dear."

* * *

The White Council descended upon Dol Guldur as dawn began to creep over the horizon, hoping to have the morning light on their side. They came in like the fog, silent and deadly, intent upon their goal. Each took a different path through the fortress, intending to kill as many orcs as they could before they found Gandalf, so that they would not have to face down an army while attempting to protect an injured friend. But much to their combined relief and anxiety, there was no army to greet them. An uneasy silence fell upon each member of the White Council.

If the army of orcs was no longer here, then where had they gone?

As the ancient warriors mulled over their disquiet, they continued to slink through the shadowed corridors of Dol Guldur. Galadriel found Gandalf first, on the platform of what was once a tower, and she quickly sent a mental message to her companions of her location.

The grey wizard had been stuffed bodily into a giant cage, hanging of the ledge of the platform, obviously hurt and barely-conscious. Galadriel's heart ached at the sight of him, weak but not broken. A large orc stood guard nearby, pacing in frustration, until it let out an irritated snarl and yanked the cage towards him and away from the ledge, seemingly fed up with guard duty.

"_Lat mat iukavari_!" The tall orc growled a death threat to the wizard, grabbing Gandalf and yanking him out of the cage and then throwing the wizard onto the floor.

Gandalf groaned but did not attempt to move, too weak and wounded to resist. The orc began to beat him, kicking his stomach and punching his arms, slamming the wizard's head into the ground as the orc thirsted for his blood.

Galadriel knew that she should not reveal herself until the others had caught up to her, but watching Gandalf diminished and beaten in such a way stirred her heart in anger and pity. Mithrandir was one of her oldest friends, he had known her since she was but a young elleth, a man worth more than entire kingdoms, as powerful as he was kind. If Gandalf had even an ounce of his power, the damnable orc would have been dead the moment it attempted to lay a hand on the istari.

She refused to stand by and watch him be abused when he was vulnerable.

Before she had even come to her decision her feet were moving, stepping over the cracked stone and fallen rocks without thought, her movements soundless and graceful despite the chaotic mess of the platform. The orc pause, sniffing the air and whirling around to glare at her.

"_Elleavh_!" The orc hissed, the word 'elf' spilling from his lips like a curse. With a snarl the orc threw himself at her, claws aimed at her face.

It took but a mere wave of her hand to send the dark creature flying off the side of the precipice, a wave of light scalding his skin as he was thrust backwards and over the ledge so quickly that he did not even have time to scream.

Galadriel paid no heed to the orc, her attention immediately focusing on Gandalf.

"_Mithrandir_…" She whispered, staring down at his injured body in horror, burns and cuts and whip lashes marring his body. The wizard had clearly been tortured in the days that he had spent in Dol Guldur. It chilled her to think of what might have become of Gandalf if Radagast had not come looking for help, or if Gandalf had come alone to the fortress.

With delicate movements, she gathered the man into her arms, using magic to reinforce her arms so that she would be capable of carrying the tall and heavy man without too much effort. She could already sense Saruman and Elrond approaching her location. Galadrial retreated from the fallen tower and into one of the central chambers, a cold wind breezing through where walls had once stood.

But suddenly the winds seemed to freeze, and the air became unnaturally still, her breath leaving her mouth in wisps of white. Dark magic swirled around her, rising from the depths of Dol Guldur and gathering around her. The clouds darkened, and the glow of dawn in the east was suddenly hidden from view.

_"__Three rings for the Elven kings under the sky…"_

An insidious voice whispered, echoing through the decayed ruins in an ugly mixture of Black Speech and elven Sindarin.

_"__Seven for the Dwarf lords in their halls of stone…"_

She felt a chill run down her spine as the implications of the message began to sink in, shadowy forms taking shape in a circle around her.

"Nine for mortal men doomed to die…" Galadriel whispered, completing the poem as she stared in horror at the figures before her, shadows made flesh, eye hollow with despair and madness as a result of their enslavement in death.

She backed up until she ran into the statue placed in the middle of the room, kneeling down to place Gandalf on the ground and hunching her back as she desperately attempted to think of a way out.

_"__You cannot fight the shadow." _The voice hissed from the darkness surrounding her. _"Even now you fade. One light, alone in the darkness…"_

At that moment she felt the presence of her allies grow near, and the elven queen smirked to herself, glancing up into the dark sky.

"I am not alone!" She declared to the dark presence that was hiding in the shadows.

"Are you in need of assistance, my lady?" Saruman asked her just as one of the Nazgul threw themselves at him.

The rest of the Nazgul snarled and hissed as they turned to meet Elrond's blade and Saruman's staff. The other two Council members fought them off easily, Elrond wielding his blade with a single-minded ferocity that had felled so many of his enemies over the ages, and Saruman spurning the monsters with magic that burned their dark souls.

"You should have stayed dead!" Elrond growled as he went on the offensive.

The Nazgul were ferocious creatures, no match for any mortal man. They moved faster than eyes could see, teleported between the shadows, their touch could freeze a mortal man to his very soul. They did not die when maimed, decapitated, or to any other deadly wound. No wound could slay a Nazgul – they could be beaten back, but never killed, creatures without mortal bodies, their souls tied to the living world. Their screeches cut through the air, sharp and inhuman, growling like beasts in the throes of bloodlust. Whatever humanity had once lived in them, it was long gone after so many eons in the service of the Dark One.

Galadriel hunched over Gandalf, protecting his vulnerable form from the battle around them, wrapping her arms around him and pressing into him as if her warmth would somehow seep into his cold body. He was so, so cold…

_"__Mithrandir," _She breathed in, terror clenching her heart as she desperately tried to find his pulse. There was no way he could die here! Surely not! She knew that Gandalf was strong, powerful, and had survived many horrors and yet… Yet doubt gripped her, and Galadriel could not help but consider the notion of his death.

"Come back…" She whispered in a plead, channeling healing magic into him, flooding him with her warmth and searching for that spark that would bring him back from the darkness.

But her magic continued to swirl inside him as if lost, unable to heal when the body would not respond. His heartbeat remained silent, and his breathing still. _No!_ She thought, desperately pumping more of her power into him, coaxing warmth and life into his flesh and blood. _Do not give yourself up yet, you old fool!_

But he was so still…

Galadriel pulled him close again and pressed her lips to his forehead. _Please, my old friend…_ She pleaded, to him, to the Valar, to any power that might listen.

And then she felt it.

_Ba-dump._

Her hand flew to Gandalf's chest, pressing against him in order to make sure it was real. _Ba-dump._ Galadriel nearly slumped in relief as Gandalf's heart began beating, weakly at first, but then quickly gaining strength as her magic reinforced it. Gandalf awoke with a sudden start in her arms, gasping for air, eyes flashing wildly and unfocused before they latched onto her face.

"You –" He gasped, "Should not… be here…"

"I don't think that's how rescues work, my dear." She told him in grim amusement.

As if on cue, the ground shuddered as Radagast, astride his rabbit-sled, came rushing into the room. "Gandalf!" The wizard cried in relief. "Climb on!"

Galadriel ushered the weak istari across the room, Elrond and Saruman keeping the Nazgul occupied whilst carefully drawing them away from the elven queen and her charge. Galadriel practically pushed Gandalf onto the sled, the wizard giving a weak protest when she tried to leave him.

"I must go, _Mithradir._" She told him, seeing the worry in his eyes.

Gandalf's gaze dropped to the ring on her finger. _He knows._ She thought, reading the anxiety in his gaze. She was weaker than she appeared, weaker than even Elrond or Saruman could guess. Using the ring was taking a toll on her, more so than it did when she was younger. It was getting harder for her to suppress the evil that had been carved into it by its creator, but she was determined to see this day through.

"It will not take me, _Mithrandir._" She assured him, then turned to Radagast. "He is weak. He cannot remain here, it is draining his life!"

"And you?" Radagast asked her, worriedly glancing over her trembling body. The members of the White Council were getting tired – they were not as young as they had once been. Whenever one went down, another would reappear and take its place. It was a never-ending cycle, since their souls could not be banished by any means given to them. All the White Council could hope for was a chance to escape.

"We'll keep them occupied, just go!" Galadrial ordered, her skin pale but her eyes were burning with rage.

Radagast nodded quickly. "Look out for the bear!" He cried, just before clucking at his rabbits and the sled shot out into the corridor and through the ruins, to disappear into the forest beyond.

"What bear?" Elrond asked as he kicked away another ghostly wraith.

As if summoned by the mention of it, a loud growl preluded an ear-shattering roar. The battle paused for a moment as all the players looked up to see a giant bear, twice the size of a man and nearly as tall as a tree, standing like a great statue atop one of the broken platforms of the tower above the room they had been fighting in. Then with a snarl full of hate and rage, it jumped down, the ground shaking as it landed, and in the same movement, launched itself forward into the nearest wraith, which had been standing in front of the shocked Saruman.

"Where the devil did that come from?!" Saruman asked loudly as he was shaken from his stupor.

The bear bowled over the Nazgul and clamped its maw around its body, and despite the fact that the Nazgul were supposed to be near-immaterial, the creature let loose a high-pitched screech of agony. The wraiths were the same size as the average man, but the bear was so big that its jaw was able to bite nearly the entire width of the Nazgul's waist, picking up the ghostly creature and shaking it like a ragdoll and then letting it loose so that the body flew into one of the dilapidated statues littering the ruins. The Nazgul slammed into the statue and it shattered with the force.

The Nazgul did not get up.

The members of the White Council stared at the bear in shock.

_'__Don't just stand there!'_ A guttural male voice suddenly echoed in their heads, and they all jumped at the sudden intrusion. Across from them, the bear was looking down at them with an air of disapproval, eyes bright and intelligent. _'Fight!'_

As if time suddenly snapped back into place, the rest of the Nazgul suddenly screamed in unison, having registered that one of their own had fallen and was not getting up. The White Council was forgotten as the remaining Nazgul all flew towards the bear, which let loose a growl as it charge forward to meet them.

Saruman and Elrond exchanged bewildered glances.

A blur of white rushed past them, Galadriel apparently putting aside her surprise at the bear's presence and aiming her magic at the Nazgul's backs. She managed to take two down before the rest of the wraiths finally realized that they were being picked off from behind, and half of their number turned to face her.

Saruman and Elrond appeared at her side, rushing forward to block those that attempted to strike her down. Elrond's blade flashed silver in the dim light, hissing through the air as magic crackled along the blade, allowing it to touch the flesh of the wraiths. Saruman reinforced his staff with light magic, its touch burning the wraiths and pushing them back forcefully.

On the other side of the group of Nazgul the bear continued to fight, teeth and claws tearing into flesh, using its weight to bear down on the wraiths and snap their bones. An endless cacophony of screeching and hissing filled the air as the Nazgul finally began to tire, the magic that gave them shape slowly leeching from their forms.

Elrond took down the last wraith, stabbing his sword through its torso, right through its magical core, and the creature screamed as all magic fled its body, and it crumbled to dust. An angry ghost emerged from the ashes, the soul shrieking as it flew away and back to its master far, far away.

A tense silence hung over them for a moment as they each regarded each other, and then turned to regard the large bear that was slowly ambling towards them. The skies started to clear as the shadows receded.

Before either of them could get a word in, however, the sound of a high-pitched whistle cut through the silence, growing louder like an approaching arrow sailing through still air. And then whatever it was crashed down on the ledge of the room, touching down at the top of the tower's edge. The unnatural darkness that had been clouding the morning skies once again washed over them, accompanied by a wave of dark magic, so thick that the remaining inhabitants of Dol Guldur could barely breath, the evil pressing down on them like a physical force, suffocating them like an invisible hand had wrapped around their throats.

The source of the vile power coalesced into one point, pure black smoke appearing out of nowhere and swirling into a tight sphere. Within it they saw the outline of a man, pitch dark as the void as if all light disappeared the moment it touched his flesh.

And then he opened his eyes, and fire blossomed forth, crackling like twin stars from the darkness of where a face had once been, and licking of the sides of his limbs like a cloak cut from the depths of the hells and spreading outward until it took the shape of an eye, and the figure was the pupil.

**"****Iav hauk ukavaravun…" **

_It has begun… _The voice from before shook the earth, somehow closer and darker, the rubble trembling beneath their feet.

**"****Ul eaukav liwo bi…"**

_The East will fall…_ The bear whined behind them, laying down and covering its ears with its paws.

**"****Ul kashaul ro Angmar ukhall riuke!"**

_The kingdom of Angmar shall rise! _The spirits of the nine Nazgul appeared behind the black figure, lined up at his side like an honor guard.

**"****Avhe avime ro elveuk iuk ovas!** **Avhe age ro orc hauk come!"**

_The time of Elves is over! The age of Orc has come!_ The spirit of Angmar the Witch King declared, triumphant and exultant, his vile magic washing over them in successive waves and bringing them to their knees. The bear whimpered, curling into a ball as if to ward against the evil magic that was curling around them, searching for their weaknesses. And then something was pressing back, forcing back the tide of darkness, ever so slowly lifting the oppressive powers that were intent on choking the life out of them.

Galadriel stood, right arm outstretched, her ring of power brilliant against the shadows, shining like the star from which she had descended from so many eons ago. It was drinking from her magic eagerly, draining her quickly as it focused her powers into a single point, before they shot forward in a single ray of blinding light towards the soul of the warlock.

Its effects were immediate on both her and the Witch King. Galadriel's youthful face faded into grey and wrinkles, so pale she appeared deathly ill, her true age suddenly apparent with great severity. The warlock yelled out as the light touched him, flinching away in pain. His anger was so great that it was tangible in the air, crackling around them as his magic writhed.

Galadriel pressed forward, creating an orb of light around her, which then began to slowly and steadily grow outward, pushing away the unnatural shadows around them. There was the shuffle of movement behind her, followed by a groan as the giant bear wearily climbed to its feet, shuffling forward until it stood side by side with the elven queen.

Her eyes widened fractionally when she felt another power enter the battle of wills, sliding along her sphere of light and then pressing forth against the darkness alongside her own magic, reinforcing the shield. Galadriel took a moment to glance at the bear, before she carefully placed her free hand on its side, resting on its shoulder and curling her fingers into its thick pelt. She could taste his magic on her tongue, _wild_ magic, pure and ancient, and finally she realized the truth of the bear.

"You have no power here, servant of Morgoth." Galadriel practically growled, turning back to the dark figure, emboldened by the presence of an ally. No longer was she the last light against the darkness. Uncharacteristic rage twisting upon her face, her eyes burning with hatred, as she began to walk forward, slowly putting one foot in front of the other, pressing her light forward into his darkness.

"You are nameless!" She hissed, referring to the the Witch King's disgrace.

"Shapeless! Formless!" She continued, reminding him of his banishment and imprisonment, to which the figure screamed angrily and threw another wave a dark magic towards her. But Galadriel's shield had been growing stronger with each passing second, reinforced by a layer of wild magic thanks to the mysterious bear. The warlock's power broke against hers like waves upon the rocks, causing him to hiss in frustration.

"Go back to the Void from whence you came!" She snarled, giving one last push, her cry accompanied by the roar of the bear beside her. Beneath her hand, Galadriel felt the bear's muscles ripples as his body trembled from the force of his roaring, baring his teeth at the shadow of the Witch King.

Angmar screamed in frustration as their combined magic overpowered his, finally, and blasted his shadows away with a burst of pure light that continued to grow and grow. The Witch King withdrew his magic and retreated, launching upwards and sailing eastward across the sky like a black star surrounded in a ball of flame.

The threat gone, Galadriel cut the tie between her magic and her ring, stumbling as all life seemed to leave her body. She collapsed sideways, not surprised when the bear moved his body to catch hers, slowly laying down to lower her into a semi-sitting position. The elven queen leaned against the side of the bear, warmth emanating from his body like a furry heater, seeping into her body and returning it to life.

_'__Keep your eyes open, elvina kahna.'_ That same voice from earlier rumbled through her mind, which was then echoed as a similar rumble vibrated from his chest and shaking her body.

_'__A shifter. A true shifter.' _She realized, greeting him in surprise. _'You are the one they call Beorn.'_

The bear gave a whuff of confirmation, though his attention soon shifted as Elrond and Saruman approached them.

"Well, this was certainly unexpected." Elrond spoke first, warily eyeing the bear, its sheer size dwarfing Galadriel and making her appear as small as a child by comparison. The bear returned his gaze steadily, if stubbornly.

"I felt its magic." Saruman said as he came to a stop beside the elf king, the two of them stopping just a few paces away from the elleth and the bear. The wizard locked gazes with the bear, "Wild magic has not been seen in many an age, Sir Bear. We had thought your kind long gone."

_'__Most of us are dead.'_ The bear's voice rumbled through their minds, the two men wincing in discomfort at his intrusion. The bear seemed to easily bypass their mental defenses – perhaps it had something to do with their difference in magic?

_'__I am the last of the Bear Clan.' _The bear told them, shifting as Galadriel attempted to stand, slowly standing with her and acting as her crutch. The elven queen appeared comfortable leaning against the side of the bear, despite its strange presence.

"I must ask," Elrond began, his expression devoid of the suspicion that the bear could sense in his mind. "Why are you here, of all places? After the last war, I would have thought you would stay in hiding."

_'__I would have preferred to stay far away from the dark forces, yes.' _The bear conceded, dipping his head in mimicry of a human nod. _'But things have changed.'_

"Changed how?" Elrond asked quickly, his voice sharp.

_'__I am a creature of wild and ancient magic. So too is the Nameless One, whom your people refer to as 'Angmar'. We are kin, in that we are cut from the same cloth, descended from a time long forgotten by history.'_

"Which means…?" Saruman prompted, voice tinged with irritation as he did not see how it explained the shifter's presence.

_'__The earth is stirring. The old powers are awakening, wild and ancient magic once again flows through the land, increasing with each passing day.' _The shifter continued, ignoring Saruman's short tone, the bear's eyes regarding the istari with an unreadable expression. _'The orcs whispered of a 'Necromancer' and my master worried that they spoke of our ancient enemy, the Nameless One. To my disappointment, it appears we were right.'_

"Your… master?" Saruman questioned, narrowing his eyes.

"Wild magic is returning?" Elrond's eyes widened, exchanging a glance with Galadriel, who somehow appeared unsurprised.

The bear hummed in its chest. _'Without the Witches of old, there is no way to seal the Nameless One back into his tomb.'_

"The witches disappeared after the War of the Last Alliance." Galadriel suddenly spoke up, a disturbed look on her face. "No elven magic, not even the magic of the wizards, would be able to seal him again. Witch magic is a completely different type of power from ours."

_'__Indeed. It will take magic of the same breed to match against the Nameless One.'_ The shifter pulled away from the elven queen, allowing her to stand on her own. Elrond reached forward and put a steadying hand on her shoulder.

The bear began ambling away from them, wearily walking towards one of the dilapidated corridors that led to the exit of Dol Guldur.

"Leaving already?" Galadriel asked him lightly, gazing at the bear's back wistfully.

_'__I cannot stay.' _The deep voice grunted in their minds, gruff but not unfriendly.

"Returning to your master, are you?" Saruman asked him, his voice full of suspicion.

The bear merely grunted at that, though no one could be sure whether or not it was in agreement or not.

_'__Be wary of snakes in the garden…' _The bear suddenly said, his voice echoing ominously in their heads as he disappeared into the shadows of Dol Guldur, his mind retreating from theirs abruptly and before any of them could question him.

And then they could no longer sense his presence, his magic fading into the forests beyond the ruins. The White Council turned to stare at each other, each left to wonder what the future would hold now that unexpected players were making an entrance. As one, they all turned their gazes downward and extended their senses, feeling the land beneath the ruins.

The earth hummed, singing where once there had been silence.

* * *

**Don't worry, next up we continue where we left off with Leo, Bilbo, &amp; Co. in the forest of Mirkwood. Stay tuned!**

**Please leave a review!**


	18. Chapter 18

**Just as a reminder to the readers, only Bilbo has actually witnessed Leo's powers (i.e. glowing eyes, the claws, and especially her magical abilities). So the dwarves are in for a rude awakening haha.**

**A lot of questions about Leo will finally be answered in this chapter. Yay!**

**Except for ****_what_**** Leo is. Muwahaha…**

**And another reminder, this story is obviously not canon.**

* * *

**_Thrummmmmmmmmm…._**

_Leo's head snapped up as she traced the source of the vibration back to where Bilbo sat on an outcrop, waiting while the dwarves attempted to backtrack their trail._

**_Thrummmmmmmmmmm…._**

_He reached out and plucked one of the thick spider webs that wove through the trees, and she practically flew through the air as she jumped up to the rock Bilbo was sitting on and snatched at his jacket, hauling him up and holding him aloft in the air._

**"****_What have you done?!_****"**

.

.

.

_Oh dear, oh dear, oh dear! _Bilbo was panicking, in near-hyperventilation and trembling like a leaf. Leo's golden eyes seemed to sear into his skull, and he swore that he could feel twin points of heat burning straight into his retinas.

As he gazed down into her face, he noticed her fangs were poking out, pricking her lips and causing small droplets of blood to well up before her tongue – which was no longer human either, but rather long and skinny and_ forked like a snake what the hell! _– darted out to lick away the blood. The slave markings on her face seemed darker than usual, and blurred in a way that it almost looked like they were shifting, moving ever so slightly… but that was impossible, right? The moment probably only lasted seconds, but to Bilbo each second seemed to pass in slow motion, as the longer he stared back at Leo, the less human she seemed to be as her pupils thinned and grew taller until they resembled cat eyes, her top canines clacked against her lower canines, and she looked like she no longer recognized him.

_Leo… What is happening to you?_ Bilbo thought nervously, and wondered for a moment if she would actually eat him, before he mentally slapped himself. No need to overreact… right?

"Leo!"

Thorin's voice sliced through tense silence, and it was as if the world around them snapped back into place, and Bilbo suddenly remembered that he and Leo were not alone in this place.

"Put the hobbit down." Thorin ordered her, confused at her sudden violence against their burglar.

Bilbo gulped as Leo's hand tightened into a fist in the collar of his shirt and coat together, and he could hear the faintest sound of fabric ripping as her claws punctured the fabric of his coat (_not the coat, please not the coat!_). His ears also picked up Leo's labored breathes, the air hissing between her clenched teeth – fangs? – and softly wheezing back out. Her hand was gripping his clothing so tightly it was trembling, but no he had to wonder if perhaps it was trembling out of weakness rather than anger.

Softly, he ventured to speak. "…Leo?" He asked in a timid voice.

And though she had not broken eye contact with him the entire time, it seemed like she had finally remembered herself, blinking suddenly as her pupils returned to normal, though the golden glow did not fade. She suddenly released a low rumble from her chest, accompanied by a deep breath. In a sharp movement, she dropped the hobbit to the ground, heedless of gentility, and spun around to stalk away from the group towards the edge of the path, facing the gloomy forest beyond.

Bilbo scrambled back from her on all fours, before one of the dwarves – Balin, he noted idly – helped him back to his feet. The entire company was staring at her back now, hunched and hidden within the folds of her cloak. One arm lifted, her hand coming up to disappear into the impenetrable shadow of her hood, perhaps to cup her face? Or maybe to rub her forehead? They couldn't be sure.

Thorin was the first to step forward, of course. "Leo, I demand that you explain yourself!"

A tremor wracked her body, and they thought she might actually be crying, before her body straightened and her head tilted back and she released a harsh, barking laugh. They all tensed at the unfamiliar sound, Bilbo flinching at the sound.

Something was very much wrong with Leo.

"**You? Demand me?**" Leo's voice was definitely not human anymore. Her voice was much deeper, rougher, like the tumbling rush of a waterfall over a mountain ledge, falling thousands of leagues into endless darkness.

Bilbo's eyes widened when movement caught his eye, and he turned to see the dwarves slowly reaching for their weapons, resting their hands on the handles of their swords and axes. Surely they were not going to fight Leo? Not only was she their friend and ally, but to be honest, Bilbo was sure that if it came to an all-out fight between twelve dwarves and one Leo, that Leo would defeat them all hands down.

"**You amuse me, little king.**" Leo turned to face them, and the entire group stepped back as two bright yellow orbs peered out at them from the darkness of her cowl with thin pupils, inhuman and feral. "**No mortal man may command me, child.**"

Now Thorin actually withdrew his sword from its sheath, falling into a defensive stance. "What is the meaning of this, Leo?" He snapped, eyes flickering over her body for any sign of attack. "Who are you – _what _are you?"

Leo let out a dark chuckle as her arm slowly lifted to the edge of her hood. Bilbo sucked in a sharp breath, aware that Leo would no longer appear as human as she normally did (not that she looked very human to begin with). The hobbit was aware that the dwarves had never seen her partially transformed, and were still very much clueless about all the claws and fangs.

_She is not in her right mind._ Bilbo thought in his distress, remembering the effect of the magic of the Mirkwood. _No, she would not want this at all!_

"Leo, don't!" Bilbo's voice interrupted the intense glaring match between the dwarf king and their female member. Everyone turned to stare at the hobbit questioningly, but he pushed on, ignoring the suspicion of the dwarves.

"**Oh?**" The hood of Leo's cloak tilted to the side, golden eyes blinking through the shadows in detached curiosity. "**The fool dares to speak?**"

The dwarves muttered angrily amongst themselves at that, and Thorin gripped his weapon a little tighter, glaring at the woman.

"You don't want this, Leo!" Bilbo begged, ignoring her jibe. "You're not in your right mind! We're your friends, remember?"

The still figure beneath the cloak merely blinked, showing no other form of acknowledgment. The hobbit took a deep breath and began to slowly walk forward, approaching Leo until he was standing across from her, Thorin at his side.

"Fight it, Leo!" Bilbo urged her, gathering his courage and holding out his hand for her to take, ignoring the hissed warning of Thorin. "Fight it!"

The inhuman gaze turned downwards, studying his outstretched hand as if it held the answers to life itself. He watched as the light of her eyes flickered from feral yellow to the burnt gold he usually associated with the Leo that he was so fond of. Slowly, her arm lifted, her movements jerky as if part of her was fighting back even as the other half attempted to return to them. The cloth of her cloak slipped down her arm, revealing the claws adorning the tips of her fingers, black and shiny as if carved from solid onyx and nearly as long as Bilbo's thumb.

Bilbo heard whispers and exclamations erupting around them as the dwarves started at the sight of Leo's hand, Thorin hissing something in Khuzdul and made a sign with his free hand to ward off evil.

Leo flattened her hand so that her palm hovered just above Bilbo's, keeping her fingers up so that her claws did not touch him. The hobbit stared up at her intensely, as if willing her remember herself. Finally, it seemed that something clicked in Leo's mind and her palm connected with his, her fingers gently wrapping around his little hand, the tips of her claws just barely touching his skin, and even then he could feel how sharp they were.

Bilbo took a moment to glance down at their hands, before looking back up to see that her gaze was no longer wild and violent. Though they did not return to the usual brown color that Leo preferred, the gold was no longer the glowing vibrant yellow that signaled her loss of control.

And then it was as if all the breath left her, and her body sagged as she collapsed to her knees, one hand bracing herself against the ground, while the other remained in his grip.

"Leo? Leo!" Bilbo dropped her other hand and hurried to stand at her shoulder, short enough that he did not even need to bend down in order to place an arm around her shoulders. Both of her hands were braced on the ground, her claws plain to see for the entire company.

"What is wrong with her?" Thorin demanded, although he made no move to approach them, or Leo more specifically, and kept his hand on his weapon.

"It's the forest… the dark magic." Bilbo quickly explained. "It's making her sick!"

"You mean the powers that she warned us about before?" Balin suddenly piped up, the elderly dwarf slowly inching closer to them, staring at Leo's hands with a mixture of fright and fascination.

Bilbo nodded so fast that his neck twinged in pain. "This forest is tainted. And Leo –" He hesitated to reveal her abilities, but figured that the cat was out of the bag anyway. "Leo magical as well. Whatever has infected the forest has infected her as well."

It alarmed the hobbit that Leo didn't bother to speak up at all during the conversation, too busy concentrating of breathing correctly, eyes fixed intently upon the ground.

Balin exchanged a questioning glance with his king. "Shall I tend to her, sire?"

Bilbo glared at both of them, unbelieving that the question even needed to be asked. "Of course!" He exclaimed before Thorin could reply. "She's our friend and she is sick!"

"Our friend?" Thorin asked in a soft and dark voice, eyes narrowed upon Leo's figure. "Are you so sure?" He pointed with the tip of his sword at her claws. "Those look like the hands – the _claws_ – of a dark creature to me. How do we know she is not a spy? Some servant of the Dark One?"

"_For fuck's sake!_" They all jumped as Leo suddenly snarled, her head snapping up to glare at the dwarf king from the shadows of her hood. She struggled to her feet, bracing herself on Bilbo's shoulder to push herself back up to her feet. "Haven't we been over this already?"

They could practically feel her eyes rolling at Thorin.

Thorin glared back and did not lower his weapon an inch. "Remove your hood," He growled, "And show us your true face, witch!"

Bilbo tensed at that, and glanced up at Leo worriedly, his hands flying to the hem of his old shirt and wringing it nervously. Leo let out another bark of laughter, but this time it was no longer tinged with danger, merely amused at Thorin for a reason unknown to the rest of their audience.

"Well, I guess there's no hiding it now, hm?" She glanced at Bilbo from the corner of her eye, and despite the blasé tone of her voice, he somehow knew that she was just as nervous as he was.

With a sigh, Leo jerked her head back, throwing the cowl of her cloak off of her head and revealing, in addition to the strange golden glow of her eyes, the sharp fangs that peaked from between her lips, and her slave markings, which seemed somehow deeper and harsher than they normally appeared even minutes before. Her long, pointed ears popped out from her messy and frazzled braids, and would have been comical if it was not for the tense situation they had found themselves in.

_They're getting worse…_ Bilbo realized sadly, biting back the panic that itched in the back of his mind.

"So this is your true face?" Thorin spat, adjusting the grip on his sword. "What are you, Leo? You are clearly not of any race of Man."

"I am not." Leo acquiesced, dipping her chin in a nod. Her lips twitched in amusement, which did not help put the dwarf king at ease at all. "Nor am I a witch, as I promise you, true witches are much scarier than I."

Then, as if to emphasize her strangeness, Leo's ears twitched, flicking backwards and forwards like a hound on the hunt. Her expression became distracted as she tilted her head and then turned to gaze into the darkness of the forest.

"If you are done accusing me of whatever strikes your fancy, we should run." The unconcerned tone of her voice was at odds with the alarming message.

"W-What?" Kili blurted out, exchanging glances with the other dwarves.

Thorin glared at Leo. "What riddles do you speak now, woman?"

"No riddles." Leo shrugged. "Just that the monsters that Bilbo accidentally signaled have finally made their way here. And are approaching with great speed."

_Accidentally signaled?_ Bilbo thought with a panic, remembering the sudden onset of Leo's anger. _The spider's web!_ He realized with a sickening feeling in his stomach.

"And why should we believe you?" Thorin growled.

Leo was still staring off into the forest, her gaze focused on something they could not see. "Wow, they move pretty fast despite having so many limbs." She murmured, indifferent to the panic that crossed the faces of the dwarves around them. Turning back to Thorin, Leo huffed and rolled her eyes at him again. "How about I explain everything to you later? Preferably when we are not being targeted by the Spawn of Ungoliant?"

Balin actually choked on his own spit, apparently the only one to recognize the name. "How did I not realize it before?!" He moaned, slapping his forehead with one hand while the other hand gestured towards the webbing that stretched between the trees of Mirkwood. "We must move now, Thorin!"

The dwarf king no longer trusted Leo (big surprise), but seemed to take Balin's words seriously. Reluctantly he put his sword away, turning to give a nod to his men, wordlessly telling them to stand down.

Meanwhile, Bilbo was watching their female member study their surroundings curiously, staring at the stones of the path with such intensity he thought she might actually be trying to see what lay beneath them.

"Quickly!" She suddenly yelled, startling Bilbo and grabbing the attention of the company. "This way!"

Bilbo could only stutter in confusion as she began walking down the path, and then turned to walk off of it.

"I thought we weren't supposed to leave the elven path!" One of the dwarves called from behind.

Leo paused and turned to face them, heedless of Thorin and Dwalin's glares. She pointedly looked down and scuffed her boot against the dirt until it revealed cobbled stone beneath the thick layer of foliage and soil.

"Once there was an entire network of elven paths," Leo explained over her shoulder as she continued forward. "We've already lost the main path, which would have taken us all the way to the exit. The smaller paths, like these, used to connect guard posts and elven homes not contained within their cities."

They all stared at her. Leo's ears flicked again, and her head snapped off to the side, eyes narrowing as her nostrils flared.

"They are gaining on us." She muttered, picking up the pace until she was moving at a brisk walk, forcing Bilbo into a light jog. And hobbits do not do cardio!

The 'path' they were on was nigh-invisible, clearly overgrown for ages, swallowed up by the forest. In fact, none of them would have even known there was a path there if it were not for Leo's guidance. More than once someone tripped on a rock, walked face-first into a tree, or got smacked by an idle branch. It didn't improve their mood to watch Leo as she deftly avoided any and all obstruction, unconsciously ducking branches and avoiding pitfalls without looking down, her gaze firmly fixed on the invisible path as if it would run away from her if she so much as glanced away.

Thorin, Dwalin, and many of the other older and crankier dwarves were not happy about listening to her, still suspicious of the woman (yet again) and unsatisfied with her strange knowledge. Not to mention her claws and teeth still freaked them out. But they had long since learned that it was better to heed Leo's judgement now, and ask questions later.

They came to a steep hill, nearly a cliff. If there had once been a path there, it was no doubt gone now.

"Now what?" Thorin huffed, glaring at Leo expectantly.

"We go down, of course." She said with an unspoken 'duh' lingering in the air between them. Giving a small hop forward, Leo slid down the slope, balancing on her heels and keeping a hand braced against the hill as the ground scraped her calves.

"Why of course!" Thorin griped sarcastically, following the crazy woman down the hillside. The rest of the company were not nearly as graceful, as Bilbo, Bombur, Gloin, and Dori ended up rolling down the hill with many muffled grunts and squeaks.

To their annoyance, Leo was waiting for them at the bottom, tapping her foot with an expression of clear impatience.

"Hurry!" She hissed, spinning around and striding purposefully through the small gully they now found themselves in, not waiting for them to get to their feet.

Balin took a moment to lean his hands on his aching knees, panting. "Wasn't the lass having a breakdown just a moment ago?" The elder dwarf shook his head. "Where'd all this energy come from?"

"Imminent danger is a great motivator, my dear Balin!" Leo called over her shoulder.

"Right, right." Balin muttered with a nod, exchanging a weary glance with Bilbo before shuffling his feet into an awkward run in order to catch up with the strange woman.

She led them through the gully before it flattened out into a small stream, no longer hidden by the uneven hills. She paused, seemingly determining their location, before she turned sharply and continued to walk through the forest. Bilbo noticed that the farther they went into the forest, the less she seemed to be following a path, and the more she used her other senses to direct them, golden eyes piercing the gloom of the Mirkwood, ears twitching regularly and her nose wrinkling as she scented the air (Bilbo would have thought it cute if he wasn't terrified of the woman half the time).

He didn't know how long they had been following the woman, but as the gloom darkened into actual night, Fili finally spoke up. "Um, do you still know where you're going, Leo?"

They all seemed to catch their breath as Leo turned around and her eyes gleamed yellow in the darkness.

"Scary…" Kili muttered before he was hurriedly shushed by his brother.

"Actually, yes." Leo hummed as she turned back around and continued to walk. "There should be a clearing nearby that I once used frequently. It is not widely known among the elves, and there is magic there that will keep out dark creatures."

The entire company seemed to tense in discomfort as they remembered Thorin's earlier insults. Clearly Leo was no servant of the Dark One if she was taking them to such a place.

They knew the exact moment that they entered it. Leo stepped into a wide circle of trees and her entire body seemed to relax. A feeling of serenity descended upon the group like a blanket, a thin and pale mist hovering just above the grass, bright green and young as the first day of spring.

Biblo had not realized how stifled he had felt within the forest until the sky once again stretched above them, no longer blocked by the impenetrable darkness that pervaded the Mirkwood. He nearly laughed out loud at the sight of the stars twinkling above them, a waning moon peering down as silver light filtered through the sparse clouds. The trees which encircled the clearing seemed to glow silver as the moonlight alighted upon their bark, smooth and young despite the age of the forest around them.

Leo let out a big sigh and plopped down in the grass, running her fingers through the blades as she said, "You may rest easy here. These trees are a form of ancient magic – no creature of ill will may enter this clearing."

They all stared at her for a moment, before silently putting down their packs and unrolling their bedrolls. Bilbo chose to sleep next to Leo, despite their earlier confrontation. He was the only one who noticed the way her hands trembled above the grass, her skin paling as dark circles seemed to deepen beneath her eyes. She was exhausted… or perhaps she was more nervous than she let on?

"Shall we light a fire?" Bombur asked Thorin, some of the dwarves already heading towards the trees in search of firewood.

"Don't!"

They all froze at Leo's shout.

"Don't harm the trees here." She told them in a calmer voice. "They are your protectors on this night. You must not offend them."

"Offend a tree?" Kili scoffed, but nevertheless removed his hand from the tree branch he had been holding.

"Ancient magic, remember?" Leo quirked a brow.

Thorin scoffed as well, but motioned for his men to leave the trees alone anyway.

"But it's so cold!" Ori whined childishly.

Bilbo glanced at Leo nervously. "Could you, uh…?" He snapped his fingers meaningfully, earning odd looks from their fellows.

Leo heaved a sigh. "I suppose so. They've already seen my weird looks, it's not like a bit of magic will make much of a difference."

"Magic?" Several of the dwarves all questioned at once, just as Leo snapped her fingers

They all yelped as a small blue flame appeared, hovering above the tip of Leo's thumb. It then grew as she turned over her hand in order to cup the flame in her hand, widening her fingers and making the fireball grow in response, casting a pale blue glow on her face. Then she flicked her wrist, and they all jumped again as the fireball sailed out of her hand and descended towards the grass. The company held its breath, squeezing their eyes shut and waiting for the clearing to go up in flames – except it didn't. Opening their eyes, they were astonished to see the fireball hovering innocently above the ground at knee-height.

"There. Light and warmth." Leo chuckled at their dramatic reactions. "Just remember not to touch it. It is still fire, after all."

Another pregnant pause fell upon the group.

"You… you can do _magic_?!" Thorin asked in a high-pitched voice (_not_ squeaking, because dwarf kings do not 'squeak', thank you very much).

Leo shrugged.

"Any _other_ secrets we need to know about?" Thorin now asked in a very annoyed tone.

Leo shrugged again. "Well I don't know about _need_ to know…"

"Leo!" Thorin snapped.

She rolled her eyes at him for the umpteenth time.

"How about this, you ask a question and I will answer it to the best of my ability." Leo said as she spread out her bedroll and began to snack away on something Beorn had cooked for them.

Well, it was more than any of them could expect from the reclusive woman, or whatever she was.

"How do you know this place? And why didn't we come here in the first place?" Bilbo jumped in first, earning himself a dirty look from Thorin, who was just as eager to interrogate Leo. The hobbit opened his mouth to ask another question, but Leo held up her hand to stop him, an amused look on her face.

"One question at a time, little one." She said, before pointing at the trees. "This place is called a 'sylvan circle'. These trees are favored by the blessed Valar Estë, and are natural enemies of darkness. When planted in a circle, these trees form a barrier and safe haven for travelers."

Leo leaned back on her hands, stretching her legs out in front of her. She made a strange sight, half transformed and beastly, golden eyes glowing with amusement. "The reason why I did not suggest this place before we entered the woods is because it is very far off the path which you want to go," She made eye contact with Thorin, her expression almost apologetic, "We are west, and much further south, than your probably preferred to be."

The dwarf king narrowed his eyes, and Bilbo thought he could actually hear Thorin grinding his molars together.

"Then _why_ did you bring us here?!" He asked with a raised voice, though clearly refraining from outright yelling at her.

"Do you not know what the Spawn of Ungoliant are?" She asked him, almost in surprise.

Thorin blinked, not seeing the connection.

"I'll take that as a 'no'." Leo muttered, giving Balin a dirty look, clearly having expected the elders to teach the younger generation about such things.

"Don't look at me like that, lass." Balin protested defensively. "It's not like us dwarves have to worry about them in the mountains!"

Leo shook her head with a huff, and the other dwarves glanced between themselves in confusion.

"Giant spiders?" Leo lifted a brow at them, her tone asking if any of them recognized the term.

Bilbo gulped, remembering the sheer thickness and expanse of the spider webs that had clogged up the trees they had walked through. "H-How giant?"

"As big as a man," This time it was Balin who spoke, the dwarven companions taking him more seriously than Leo. "The older ones were said to have been as big as a horse, and could even talk! They were common back during the Great War, servants of the Dark One. They infested the forests and the plains, and some of the mountain kingdoms of the west." He glanced back at Leo. "I thought they had all been killed or driven out after the war?"

Leo shrugged. "I thought so too. But after seeing the webs in the forest, there is no doubt in my mind that it was those cursed spiders." She shuddered visibly.

Even small spiders made Bilbo shriek and panic like a little boy. Just imagining spiders multiple times larger than him made the poor hobbit feel faint, and Bilbo began to sway as his skin took on a green pallor.

"And how do you know about this place?" Thorin asked gruffly, doubt coloring his tone.

"I used to visit often," Leo answered honestly, much to their surprise. "But that was long ago, back when this place was known as the Greenwood. Before this abominable darkness befell it."

"Uh, lass," Balin spoke up, a nervous look on his face. "This place has not been called 'the Greenwood' for many a century!"

Leo just gave him a dirty look.

"Wait, how old _are _you?" Kili asked with about as much tact and diplomacy as his uncle was known for.

Suddenly an object was flying out of Leo's hand and smacking the young dwarf in the face with unfailing accuracy. The rest of the company snickered as Kili lifted up her boot with a bewildered look.

"You threw your shoe at me!" He cried in disbelief.

"Honestly, no wonder you never get any women." Fili shook his head, dodging as Kili threw the boot at his brother.

"Alright, give the lass 'er boot back so she can continue." Gloin surprised them all by swiping the boot from the two brothers, knocking their heads together, before tossing it back over to their female companion.

Leo gave him a thankful nod before she continued speaking. "Remember what Beorn said about skinchangers? How they were enslaved by the Dark One during the last war?"

They all nodded.

"I was among those slaves. I was a child at that time; my first real memories being the darkness of my cage and the wild bloodlust of battle." Leo sighed, her expression distant as the memories flashed through her head.

"Whoa…" Kili breathed, "That means you're, like, thousands of years old!"

Fili rolled his eyes at his brother and muttered about the eloquence of the Durin line with a shake of his head. Leo gave him the most unimpressed look she could muster.

"So you _are_ a shifter then?" Bilbo asked, having been confused since that conversation with Beorn. After all, the bear man had told them that he was the last of his kind.

"Of a sort." Leo replied in amusement, smirking as they all let out frustrated groans.

"Are you incapable of giving a straight answer that makes sense?" Dwalin snapped gruffly.

"Yes." Leo deadpanned, earning herself more dirty looks. Finally she seemed to take pity on them as her face became more serious. "Beorn is the last of his tribe, the Bear Clan, meaning that he is the last of the skinchangers that were part bear."

"So there were other clans?" Balin asked, eyes bright with scholarly fascination.

Leo nodded. "I am not of any of the skinchanger tribes, though. I am capable of shifting forms due to magical ability, not because I am actually part animal. Therefore, I am not considered a true skinchanger."

"That doesn't explain the bond between you and Beorn though." Bilbo pointed out.

Leo paused and stared at him in surprise. Huh, she had not expected the little hobbit to be so observant. _I should really stop underestimating him._ She thought with a chuckle as she said, "My people are distant relatives of the skinchangers, so Beorn and I consider each other as kin."

"And who are your people?" Thorin asked, eyeing her claws and ears and fangs pointedly.

Leo's expression shuttered shut and her gaze sharpened. "That is a subject that I refuse to speak of."

Thorin jumped up and glared at her. "You said you would answer our questions –"

"To the best of my ability." Leo interrupted him quickly. "I did not promise to answer everything. And this subject is not up for debate, little king, so if you wish for me to continue being forthcoming, I suggest you drop the matter and move on."

A tense silence fell upon the campsite as Thorin reluctantly broke from Leo's gaze and sat back down. The dwarves glanced among themselves, waiting for someone to speak up. To their collective surprise, Leo volunteered to continue speaking.

"There was a reason why I did not want to pass through this forest, and it was not because of the enmity that the elves hold for my kind, nor because of the dark powers that lurk here." She drew her legs up and rested her chin on her knees, eyes staring into the blue ball of flame that hovered in the middle of their group, gaze unseeing and expression sorrowful.

"The elven king of this land, Thranduil, is an old… acquaintance of mine." Her hesitance and expression told them that there was much more to the story than that. "However we had a… falling out… after the war. I was hoping to avoid the chance that we might cross paths again."

Thorin stared at her in a mixture of confusion and suspicion, but before he could open his mouth (no doubt to call her loyalties into question again) his troublesome nephew spoke out.

"Wait… you were _friends_ with that asshole?" Kili asked in shock.

Leo's face broke into a grin and she let out a giggle. It made her look years younger without the worried frown that she usually wore when she thought no one was looking.

"Yes, I was." She chuckled. "He always had a quick temper, always quick to judge and disrespectful to most. A lot like you, Thorin."

The dwarf king growled at the woman as his nephews, Gloin, Nori and Bofur all broke out into guffaws of laughter. Even Balin couldn't suppress a smile from creeping onto his face.

"He might have been an asshole, but he was still my friend." She continued, a sad smile on her face. "The only friend I ever had, really. I had no one else to talk to during that awful war."

"But you said that you fought for Sauron." Fili pointed out. Leo winced at the name, and he quickly muttered an apology.

"Yeah… I did." She rubbed the back of her neck as an age-old guilt came back to bite her in the ass. "But he didn't know that." Leo leaned back and gazed around the clearing with a forlorn look. "I use to run away from the army camp and come here, to this very clearing. The magic here called to me. It was so peaceful here, and it was the only place where the nightmares did not follow me."

"And one day you stumbled upon Thranduil." Thorin guessed.

"Yes - well, he was the one who accidentally found me, really." Leo hummed. "We both came here to escape the horrors of war. We never talked about it here. This place was our sanctuary." The woman sighed. "I think, in the back of our minds, we both knew that we were on opposite sides of the war. But neither of us had the strength to confront each other."

"Then the falling out that you spoke of…" Thorin began.

Leo nodded. "We found each other on the battlefield, during the final battle of Dagorlad, fighting under different banners. I was covered in the blood of his kindred, with the marks of the Dark One burning on my skin... It was quite damning."

They all glanced at the black marks that were carved along upon her face, the rest hidden beneath the layers of clothing that she wore.

Bilbo furrowed his brows at that. "If you did not want to fight for Sauron," Leo winced at the name, "then why did you? Why did you kill his people? Why didn't you just change sides?"

A pained look crossed Leo's face as she held up her arms and pulled back the sleeves to display her markings to them. "These are more than just a sign of ownership, little hobbit."

Leo cupped her hand and summoned her magic, her claws elongating further and eyes glowing feral yellow, as a turquoise glow encompassed her hand. It burst into a flame, much like the one that served as their campfire, but this one burned brighter, hotter, and stronger.

"Do you see the marks?" Leo's voice drew their attention to the black grooves in her skin, and they all gasped at the sight of the markings, which began to blacken and hiss as faint smoke rose from her skin. The markings began to glow, so softly they would have missed it if they had not been looking so closely.

Then the smell of burning flesh reached their noses, rancid and putrid.

"What is it doing to you, lass?!" Balin exclaimed, making vague hand motions at her to make it stop.

Leo let the magic go, the flames dissipating into the air and her markings fading back into her flesh. "That is how the Dark One controlled us." She told them softly. "If we did not follow his orders… he would burn us alive. But the markings do not kill us. They just keep burning and burning…" Her expression looked fearful and nauseated, and she clenched her eyes shut to force back the roiling in her gut. "Even now, I cannot access the true depth of my magic because of the limits that these markings place upon me. Even gone from this world, that bastard has ensured my misery."

She gnashed her teeth, an animalistic growl rumbling from her chest. With the dim glow of the magical fire cast upon Leo, making the markings appear to slither across her face, eyes and fangs flashing eerily, she made quite a sight. The company almost did not recognize the creature that sat before them under Leo's name, the hatred and pain that she had suppressed for so long visible in the glint of her eyes. And they saw, for the first time, the monster that she might have been, the woman – the creature – who had once fought and killed in the name of Sauron.

"When the Dark One was banished, the remnants of the dark army scattered." Leo's whisper echoed through the silent clearing. "I was on the cusp of death by the end of the battle. However my sister found my body, and dragged me away and helped me heal. I went into hiding in Harad, far away from the northern lands, and vowed never to return to these lands." She gave a dry laugh at the irony.

"Wait – your sister?!" Fili and Kili exclaimed. The rest of the company seemed equally shocked.

Leo looked at them with a raised brow. "What of it?"

"I didn't know you had a sister…" Kili tilted his head, trying to imagine what a second Leo would look like.

"Having siblings is not uncommon." Leo stated, clearly not understanding why the dwarves found this information so fascinating.

"Well, where is she now?" Fili asked.

Leo shrugged. "Once I was fully healed, we went our separate ways. We felt that it was safer that way, should any dark agents come looking to return us to our former master."

The brothers exchanged glances, each contemplating the thought of leaving the other to fend for themselves, knowing that dark forces were after them. They would never be able to separate under such circumstances.

"But weren't you lonely?" Ori, having been silent all day, finally spoke up. He gazed at her sadly, eyes so innocent and pitiful at the thought of Leo being alone for so long. It was easy to forget that Ori was the youngest of the dwarves, and still a child in many ways.

Leo glanced from Ori to his brothers, Nori and Dori, who sat on either side of him. They all leaned into each other, the bonds of family visible in the way that they took comfort in each other's touch and presence.

She felt a pang of regret and quickly looked away from them.

"My sister and I were kept separated from each other for most of our enslavement." She muttered. "We were assigned to different companies, and the dark army discouraged making emotional attachments anyway." Leo leaned back with a sigh as she pulled her sleeves down to cover her markings. "I think we were both surprised when she decided to save me. My sister is not a very impulsive person, but for some reason she couldn't let me die. I almost didn't believe my eyes when I woke up to find her stitching my wounds shut."

"So you weren't lonely?" Ori asked with persistence.

"Guess not." Leo shrugged. "I'd been alone most of my life anyway, if we discount the other soldiers who shared barracks with me. This _is_ the dark army we are talking about – I had no friends among them. Just comrades in arms. If someone died, they were replaced the next day. I don't think I even remember any of their faces."

The silence that fell upon the group was contemplative this time.

"That sounds… very sad." The hobbit spoke up.

Leo gave him a rueful smile. "Yes, it was."

Bilbo leaned over their bedrolls and drew Leo into a one-armed hug, the woman stiffening at the unexpected contact. Awkwardly, she patted his back, before politely pushing him away. The hobbit actually snickered at the uncomfortable and slightly panicked look on her face, exchanging amused glances with Fili and Kili, whom had witnessed the whole thing.

Leo cleared her throat. "Yes, well," She looked over the clearing before returning her gaze to the dwarves lying in a haphazard circle around her magical fire. "Enough questions for one night. We still have a lot of ground to cover tomorrow."

They all bade each other muttered goodnight's, snuggling into their blankets and soothed into a quick slumber by the sound of wind in the trees and crickets chirping among the blades of grass. For the first time in many weeks the company slept easily, not only due to the magical calm that pervaded the clearing, but also because they were sleeping safely after so long on the run.

Bilbo stared at Leo for a while, curled up in her bedroll with her hair hiding her face from view. Even in sleep she seemed to be isolated from the rest of the world.

She was inhuman. She was capable of magic. She had been friends with the elf king. She had been enslaved by Sauron. She had a sister.

Leo had so many secrets, Bilbo wondered if she could keep track of them all. There was still so much he did not know about her. Was she ashamed of her slave markings? Did she truly not miss her sister at all? And her friendship with the elf king (Thandil? Thranil?), Bilbo was sure there was still more to the story that she was keeping secret. Or perhaps, she was ashamed of betraying him.

Bilbo stifled a sigh and turned in his blankets so that he was lying on his back and gazing up at the sky. He closed his eyes and breathed in deeply, drinking in the clean air. Tomorrow they would head back into the dark forest.

He prayed that they would make it out in time to reach the mountain.

* * *

**I know there's a lot of information to take in for this chapter; I hope it's not too overwhelming. Please leave a review!**


	19. Chapter 19

**Sorry that I took so long to update everyone! Long story short, I am once again travelling abroad (In Italy yay~)**

**Anyway, for those of you that may have read some of my other, lesser-known works, yes this is the story that is currently titled "I Have Called You Friend". But that story was published as a 'prequel' of sorts for this one, and as a place where the entirety of Leo and Thranduil's backstory can be found without all the distraction of the overall story here.**

**Interlude II**

* * *

" _~Aranyash ce'um levan, Saryë sol ül_

_Aranyash kartosh shador_

_Ül hart danosh true, Ül cam ce'um journ na_

_O' ül far takosh le'thalyë~ "_

_The language was unknown to him. Thranduil's ears perked at the voice. It was smooth like velvet, rising and falling with practiced ease between soprano and alto, the high notes softened to please and the low notes curling with languid pleasure. Each note rang perfectly in tune, sung with strength and training. The singer was quite skilled, her technique just as professional as the best elven minstrels._

_It would be a mistake to say that the elven prince was mesmerized, for such a loss of composure would be most distasteful. However he was most definitely intrigued. He was not aware that any others knew of his most cherished hiding spot. The clearing was on the very edge of the Greenwood borders, out of the way for even the farthest reaching patrols, and most definitely forbidden to one as esteemed as the Prince of the Greenwood. Crouching lower, Thranduil proceeded silently through the brush, knocking a bow in caution though the string remained loose._

_Crystal blue eyes peered through the leaves to catch sight of a slight figure sitting casually atop one of the rock outcrops which bordered the end of the clearing which merged with mountainous terrain of the eastern lands. The stranger was hidden by a long gray cloak which gleamed silver in the moonlight, the cowl of which seemed mere seconds from slipping off, though it never did. Thranduil could tell from the size and sound of the person that it was a female, though that only confused him further. Why would a woman be wandering alone through the wilds at this hour? Let alone any person during a time of war. Especially when Sauron's forces were closing in on the Greenwood by the hour. _

_Suspicious, Thranduil began quietly circling around the clearing, hoping to find a position which would allow him to glimpse the woman's face. Sadly, it was not meant to be. The female figure suddenly ceased her song, and Thranduil could feel something in the air shift as her attention somehow focused on him. Impossible! How did she know that he was there?_

_His question was answered when the woman bolted from her the rock and fled into the shadows of the woods. Her footsteps seemed to make no sound nor leave any trace to follow, a skill attributed almost solely to elven scouts, further increasing his curiosity. He darted after the mysterious woman, but it seemed that one moment the moonlight was alighting upon her position, and in the next the shadows had swallowed her up. He slid to a stop, glancing around as the trail suddenly ended. He looked in every direction, but there were no footprints to follow or broken twigs to signal her path. It was as if the woman had never been there. Thranduil furrowed his brows in irritation, waving his hand as silver magic glowed at the tips of his fingers for the barest moment, sensing for any traces of foreign magic. Still, nothing._

**{::..*..::}**

_The War of the Last Alliance progressed and not in the favor of the Light. Months turned into a year, and since that night he had discovered the stranger in the woods, Thranduil had not seen hide nor hair. He had only been granted enough time to visit his private retreat twice in that time however, and in that time the incident had been forgotten. Most of his days were filled with battle and fatigue. Tonight he was once again returning to the Greenwood from the warfront after a long and arduous deployment. Yet the elven cities did not calm his mind, for Sauron's forces were slowly but surely gaining ground, and the halls of the Greenwood were filled with sorrow and soft, worried murmurs. No longer did the gentle music of his kin float upon the breeze, no longer did laughter grace his ears. Thranduil would even swear that the sun no longer shone as brightly as it once had._

_Feeling a sudden bout of claustrophobia, Thranduil threw on his cloak and grabbed a bow and dagger, fixing his weapons into place as he crept out of the city, avoiding the guards who would no doubt pester him about his safety. The shadows gradually lengthened as he made his way through the familiar woods, noting the changes in growth that had occurred during his time at war._

_It took some time to reach the edge of the Greenwood, during which time the sun had sunk below the horizon and the only light granted were the stars and a strip of orange glow in the west. Thranduil walked slowly, finally allowing himself to relax. He looked upon each tree as an old friend, brushing their trunks to feel the pulse of earth magic which warmed his fingertips. The silence was welcoming and comfortable, not stiff and mournful as it had been in the elven cities. If he closed his eyes, Thranduil could almost convince himself that there was no war at all._

_His illusion was shattered, however, when another magic briefly touched his senses. Thranduil's eyes flew open and he immediately ducked behind a thick oak, battle-hardened instincts already pulling an arrow upon his taut bowstring without conscious effort. Slowly he peered around the oak tree, his eyes widening at the sight of his mysterious guest from so long ago._

_She sat in the middle of the clearing this time, the tall grass brushing her arms as a swarm of fireflies danced in the air around her. Once again a gray cloak obscured his sight of her face. She was humming softly, her tune slightly more cheerful than the last time he had heard her, as her hands lifted to cup several fireflies. She trapped the glowing bugs within her hands for a moment, their golden light trickling between her fingers and giving the illusion that she had caught a fallen star. With a soft laugh, the woman threw her hands open, and the fireflies burst forth like an explosion of sparks. She giggled again. Then the woman sighed, and all was quiet once more, save the sound of crickets in the night._

_Thranduil was unsure of what action he should take in the face of such an unusual situation. Somehow, he wasn't surprised when the hood of the figure tilted, and he once again felt her attention shift to him. Her back faced the elven prince, yet though her body seemed relaxed, Thranduil's instincts told him that she was not as careless as she appeared. Her head slowly turned to the side, giving him a silhouette of the bottom half of her face: straight nose, lips frowning, a slender neck._

"_It is you again." She spoke in a soft voice in the common tongue, and despite the night breeze carrying her voice, his elven hearing barely registered her words. Her voice was soft, and contained an ethereal chime that made her voice ring in his head even after her words had faded. He had heard about magic leaking into people's voices, but had never actually witnessed it before. How strange._

_Thranduil was not surprised that she had sensed him yet again. Taking a breath, the prince straightened himself and stepped towards the edge of the clearing, though he remained in the shadow of the trees. The fireflies continued to flit about the clearing, casting a glow on her outline, though their light never revealed the cloaked woman._

"_I am unarmed, elf." She stood slowly, her movements hidden by the cloak so that she appeared to glide into a standing position. When the stranger turned to face Thranduil, the fabric of the aforementioned cloak rippled like water in the starlight, and he absently wondered what its origins were, for even elven weavers would be pressed to create a garment of equal quality. The cowl cast the upper half of her face in shadow, though he could see her lips move as she spoke with a strange accent. "I do not wish to fight on this night."_

_Thranduil remained silent as he studied her, attempting to guess what her race was. This woman was tall enough to be any of the three races; tall for one of dwarven descent, yet short for a human or elven maid. Her slight build made Thranduil doubt that she was a dwarf, yet her accent was not one that he knew in either of the human or elven lands. Was she from beyond Rhûn? He had heard of wild and strange human tribes that traversed the eastern desert to lands in the far east. Still, why would she be traveling alone through the war-torn lands? Thranduil voiced his thoughts._

"_Why are you here?" He cared not that his voice bordered on hostile, nor that his words had abandoned the manners that his mother had long ago instilled in him. Elven eyes searched to penetrate the black cast of her hood, but his efforts to reveal her face was fruitless. Thranduil pondered the possibility that there was a charm on her cloak to prevent her face from being seen beneath its cowl._

_Her shoulders shrugged beneath the cloak, the light fabric rippling to exaggerate her movements. "It is quiet here. Peaceful. And up until your arrival, solitary."_

_The prince could understand what she was expressing. The clearing was indeed a tranquil sanctuary, the blades of the winter-grass soft as a blanket, the circle of rowan and sylvan trees sturdy and protective. At the eastern end the clearing became rocky and littered with tall outcrops which provided comfortable niches when one wished to remain out of sight. The tallest of the rocky mounds doubled as an ideal site to stargaze –not that one such as he would waste their time with such idealistic activities._

_Thranduil's eyes shone bright blue despite him being in shadow as he regarded the stranger warily. "Where are you from?"_

_The woman sighed longingly, exuding a heavy sadness. "I am far from home, I am afraid."_

"_That does not answer the question."_

_She chuckled very softly. "That is all the answer you will be receiving."_

_Once again, the two were plunged into silence. The mysterious lady did not move or shift like a nervous person was prone to do, nor did Thranduil feel her attention wander from him. It felt like a small pressure on his mind, as if she was purposely conveying to him that she was watching his every move. Her relaxed posture was a stark contrast to Thranduil, whose body was tense, an arrow notched on his bow, ready to fire at a moment's notice. The quiet stretched on._

_Suddenly the pressure on his mind eased, and Thranduil noticed the woman's cowl tilt as her head gave the barest tilt to the east, where the black sky was beginning to lighten to gray. He saw her lips move, and her soft voice chimed once again in a wraithlike whisper._

"_Morning approaches."_

_Her body turned away from him and retreated into the shadows of the trees on the opposite side of the clearing. Her steps were silent and left no indents in the delicate winter grass, just as they did before. For a moment, Thranduil wondered if she was even a physical being, and not some spirit of the forest. Thranduil opened his mouth to call to the stranger again, to question her further on her mysterious presence, but it seemed that the shadows had absorbed her the moment that he blinked._

_Thranduil huffed and turned back in the direction of the city. His mind whirled with questions, and his lips were drawn into a severe frown at his ignorant predicament. He did not know whether or not the mysterious woman was friend or foe, but he was convinced that there was more to her that met the eye. She was dangerous._

**{::..*..::}**

_Thranduil returned every night for the next few days in an attempt to investigate the woman further, but she never appeared. He was never known for his patience, and in those last few days Thranduil was aware that he had been acting quite snappish and scowling near constantly. He was saved from his annoyance when Sauron once again made to penetrate their southern defenses. Called to war, Thranduil left the safety of the Greenwood to fight._

_He did not know how long he was at the warfront, for elves did not measure time with the care that mortals did. Perhaps he was gone a year, perhaps it was five. To Thranduil, it was still far too long for him to be gone from his homeland, and he was glad to return. Before he had left the frontlines Sauron's forces had been pushed back some, though he inwardly doubted that it would be for long. Still, the lull in the conflict had presented him with the opportunity to return to the Greenwood, which he was eager to make use of._

_Though the Greenwood was not nearly as depressing as it had been in his previous visit, Thranduil still felt the weight of the war in its halls. He missed the sound of elven minstrels playing their harps and lutes, and he missed the relaxed air that once permeated the library. Even here, away from the violence, he could see the way elven warriors jumped at moving shadows, dark bags under their eyes due to the nightmares that had followed them home. Slightly frustrated that even in his own home he was unable to escape the war, Thranduil brooded. A memory of the shadow woman flitted across his mind in his musings, and Thranduil found himself surprised that he had, once again, nearly forgotten the situation during his time at war._

_When the sun began to set Thranduil set out for his sanctuary (though he supposed it was no longer solely his anymore). Darkness fell quickly, and soon he was navigating the woods by the light of the stars and a crescent moon. As he approached the clearing, a barely familiar tune touched upon his senses. His mystery woman was singing again, and he swiftly made his way to the edge of the clearing, where he observed her perched upon a rock outcrop facing the eastern horizon. Her back was to him, and the moon upon her ever-present cloak turned the fabric into liquid silver, her face still hidden beneath its cowl. It had been so long since the prince had enjoyed music, and so he relented to his desires and rested against a rowan tree, his ears perking as the woman increased the volume of her song and he recognized, in surprise, that she was speaking in Sindarin._

"_~ Ngîl cennin firiel vi, Menel aduial, _

_Dúr, dúr i fuin, Naenol mae. _

_An i ú nathant, An i naun ului _

_A chuil, anann cuiannen, A meleth, perónen ~ "_

_As the last note faded into silence, Thranduil noticed that the hooded figure leaned her head in his direction. Figuring that she was already aware of his presence, Thranduil abandoned the safety of the woods for the first time in her presence and approached her position. Two light leaps and he easily reached the top of the rock that his mystery woman was situated upon. With an ease that he did not truly feel, Thranduil sat casually beside the cloaked woman, one leg stretched out while the other was bent at the knee so that he could rest his arm upon it._

"_The Grace of the Undómiel." Thranduil was unable to contain the note of surprise in his voice. Did she speak the Elven language too? "Your Sindarin is very good."_

_The woman gave an amused hum. "Only when I sing it. I am afraid I have terrible pronunciation when the language is not to music."_

_Her voice seemed clearer tonight, the chiming tones somehow ringing with strength that he had never noticed that she was lacking. Thranduil turned to study her, now that they were so close. The shadow of her cowl still thwarted his efforts to see her face, however he was able to glean a few facts from what else he saw._

_The position in which the woman sat allowed the cloak to fall open, revealing a reinforced leather jerkin and a light layer of chainmail beneath it. Leather gloves reached up to her elbows, and the metal knuckles upon her hands made his eyebrows rise. Beneath her jerkin were leather leggings, which he would guess were also reinforced. Upon her belt the woman made no effort to hide twin daggers that hung on her sides –It would seem that she no longer wandered around unarmed. Her boots reached her knees, plated with metal on the knees, shins, heel and toe. The metal plates were sharpened, meant to cause quite a lot of pain should one be foolish enough to engage her in a fist fight. Not for the first time did Thranduil wonder just who exactly this stranger was._

_He felt her attention on him, and he calmly allowed his gaze to return to the black abyss that her cowl created. "You look dressed for battle, my lady." He commented._

"'_My lady'?" She repeated, amused. "Since when are you so polite?"_

_Thranduil scoffed. "Since I am no longer paranoid that you will kill me."_

_The cloaked woman chuckled. "And how are you so sure, elf?"_

_Thranduil turned to her, one eyebrow lifted as he cast a disdainful look upon the stranger. "Obviously you would have killed me already."_

_The woman gave a bark of laughter before quieting and shaking her head. "I do believe that you are slightly insane, elf."_

"_And what are you?" Thranduil was quick to challenge, more confused than ever as to what her origins might be, since she had referred to him as 'elf' like any outsider would._

"_Nothing that you are familiar with, I am sure." Her amused voice answered him. "Would you like to see?"_

_Instead of answering her aloud, Thranduil cast his companion a look that quietly conveyed his annoyance and agreement. Chuckling to herself, the woman shifted so that she and Thranduil were fully facing each other, sitting with her legs crossed and back straight. Slowly her arms rose as her hands took a hold of the edges of her hood. Thranduil let out an irritated huff at her dramatics, to which the woman decided to take pity on him and threw back her hood._

_Thranduil blinked in surprise at the sight which greeted him. He wasn't sure what he had been expecting to lie beneath the hood, but it wasn't… this._

_His companion was definitely humanoid in nature. Her skin was a warm tan, the color of rich honey with its golden undertones, once again reminding him of the mysterious tribes of the eastern desert. Most curious were the markings which disappeared beneath her clothes, though what little he could see appeared to be tattoos, graceful and arcing strokes of black ink which followed the lines of her musculature from her neck and down, even looping across her face like a crown that dripped onto her cheeks. Her features were elegant enough to be mistaken for elven, with a straight nose and high cheekbones, but her eyes were almond-shaped, furthering his theory that she was from distant lands, and her brown eyes seemed to spark with gold when the light hit them at the right angle. His confusion doubled when his attention drifted to the dark brown hair, pulled away from her face into a single braid down her back, and in doing so revealing her ears –and they were not human ears. But neither were they elven ears._

"_You… you are not elven. But you are not human. What…" Thranduil trailed off. _

_The woman gave a barely noticeable smile as she lifted a hand to trail the outline of her ear with her index finger. The tips of her ears were pointed, far more so than the average elf. They were longer, more triangle-shaped, and to Thranduil's astonishment, had quite a few piercings. A few of which were connected together by thin chains, while others dangled small bells, feathers, and even a fang of some kind. She looked like spirit of the wild, not mortal at all but somehow __**other**__._

"_Astonishing." Thranduil murmured._

_The woman smirked, and now that he could see her entire face, Thranduil was struck by how expressive she was. Her eyes lit up with a feral glint, and the way her mouth curled languidly into a half-smile created the illusion that she had fangs (or was it an illusion?). The bridge of her nose crinkled in a mischievous manner, and the prince half expected her to sprout the wings of a forest sprite._

"_Call me Lëo." She informed him._

"_Leo?" Thranduil repeated._

_To his amusement, the woman gave an audible huff. "No. Lëo. Leh-oh."_

"_Leh-oh." Thranduil repeated slowly. Said woman nodded approvingly before giving him an expectant look. Oh, right, his name. "I am Thranduil."_

_The prince waited for a sign of recognition at his name, after all, there were not many elven princes in the world, and they were literally on the borders of his kingdom. However there was not even a twitch of recognition as the woman attempted his name. Much to his delight, she seemed to think his name just as odd as he did hers, judging by the furrow in her brow. "Thuh. Thuh." She tested the syllables of his name. "Thuh-rahn-du-il."_

_The prince smirked as the woman –_ _Lëo, her name was Lëo –struggled to wrap her lips around the pronunciation. Her foreign accent seemed only to hinder her attempts, for her tongue rolled the 'R' sound in a way Thranduil had never known possible, and she seemed to be having a hard time hitting the 'th' just right._

"_Your name is funny." Lëo muttered as she gave up on her pronunciation._

_Thranduil cocked an eyebrow at her, and the woman already knew that this would be an expression that would irritate her beyond measure. The elf princeling looked so damned arrogant, yet she knew that she would take great pleasure in knocking him down a few notches._

"_**My**__ name is funny?" The prince scoffed, referring to her own correction of him._

_They glared at each other for a moment before Lëo snorted at their immaturity. They were acting like children. How long had it been since the last time she had bantered with anyone like this? Far too long… Speaking of time… Lëo glanced sharply at the sky, sucking in a breath when she realized that the sky was quickly lightening to an overcast gray and the morning was far too progressed for her liking. _

"_I'm late!" she whispered urgently and she leapt to her feet and jumped off of the rocks. "I need to leave!"_

_Thranduil followed her, confused at her abrupt departure. "Wait!"_

_Lëo did not pause to hear him, but slowed down her gait to allow him to catch up, giving him an expectant glance that told him to speak quickly._

"_Can we… I mean, when will you come back?" Thranduil inwardly winced at how needy that sounded, silently berating himself for not thinking before he spoke._

_Lëo paused for a moment, staring at the waning crescent in the sky. "What if we met on the nights of the full moon?"_

_Thranduil nodded in agreement._

"_Then it is settled. I look forward to our next meeting, Thrahn-du-il." She gave him a small, brief smile before continuing out of the clearing and disappearing into the darkened morning._

_Thranduil did not bother looking to see if she left a trail, knowing better. He turned to head back into the Greenwood, feeling much more relaxed than he had in years. He did not know how long he would be granted reprieve from the war, but he was suddenly relieved to see that he had found an outlet to ease his mind. Going over their conversation in his head, Thranduil surprised himself as he began to chuckle, remembering the poor girl's horrid mispronunciation of his name._

_It had been a long time since the prince had had anyone to call friend._

* * *

**There is another half to this story, which will be published at a later date (probably in chapter 21). Yes, I am flip-flopping between the past and the present right now. I swear its for the story development!**

**~Lilithia**


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